Form 253G2 USA OPPORTUNITY INCOME

Certain
data included in this offering circular is derived from information provided by third-parties that we believe to be reliable. The discussions
contained in this offering circular relating to such information is taken from third-party sources that the Company believes to be reliable
and reasonable, and that the factual information is fair and accurate. Certain data is also based on our good faith estimates which are
derived from management’s knowledge of the industry and independent sources. Industry publications, surveys and forecasts generally
state that the information contained therein has been obtained from sources believed to be reliable, but there can be no assurance as
to the accuracy or completeness of included information. We have not independently verified such third-party information, nor have we
ascertained the underlying economic assumptions relied upon therein. While we are not aware of any material misstatements regarding any
market, industry or similar data presented herein, such data was derived from third party sources and reliance on such data involves
risks and uncertainties.

We
own or have applied for rights to trademarks or trade names that we use in connection with the operation of our business, including our
corporate names, logos and website names. In addition, we own or have the rights to copyrights, trade secrets and other proprietary rights
that protect our business. This offering circular may also contain trademarks, service marks and trade names of other companies, which
are the property of their respective owners. Our use or display of third parties’ trademarks, service marks, trade names or products
in this offering circular is not intended to, and should not be read to, imply a relationship with or endorsement or sponsorship of us.
Solely for convenience, some of the copyrights, trade names and trademarks referred to in this offering circular are listed without their
©, ® and ™ symbols, but we will assert, to the fullest extent under applicable law, our rights to our copyrights, trade
names and trademarks. All other trademarks are the property of their respective owners.

This
offering circular contains forward looking statements that are subject to various risk and uncertainties and that express our opinions,
expectations, beliefs, plans, objectives, assumptions or projections regarding future events or future results, in contrast with statements
that reflect historical facts. Many of these statements are contained under the headings “Offering Circular Summary,” “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” and “Business.” Forward-looking statements
are generally identifiable by use of forward-looking terminology such as “anticipate,” “intend,” “believe,”
“estimate,” “plan,” “seek,” “project” or “expect,” “may,” “will,”
“would,” “could” or “should,” or other similar words or expressions. Forward-looking statements are
based on certain assumptions, discuss future expectations, describe future plans and strategies, or state other forward-looking information.
Our ability to predict future events, actions, plans or strategies is inherently uncertain. Although we believe that the expectations
reflected in our forward-looking statements are based on reasonable assumptions, actual outcomes could differ materially from those set
forth or anticipated in our forward-looking statements. Factors that could cause our forward-looking statements to differ from actual
outcomes include, but are not limited to, those described under the heading “Risk Factors.” Readers are cautioned not to
place undue reliance on any of these forward-looking statements, which reflect our views as of the date of this offering circular. Furthermore,
except as required by law, we are under no duty to, and do not intend to, update any of our forward-looking statements after the date
of this offering circular, whether as a result of new information, future events or otherwise.

You
should read thoroughly this offering circular and the documents that we refer to herein with the understanding that our actual future
results may be materially different from and/or worse than what we expect. We qualify all of our forward-looking statements by these
cautionary statements including those made in Risk Factors appearing elsewhere in this offering circular. Other sections of this offering
circular include additional factors which could adversely impact our business and financial performance. New risk factors emerge from
time to time and it is not possible for our management to predict all risk factors, nor can we assess the impact of all factors on our
business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained
in any forward-looking statements. Except for our ongoing obligations to disclose material information under the Federal securities laws,
we undertake no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence
of unanticipated events. These forward-looking statements speak only as of the date of this offering circular, and you should not rely
on these statements without also considering the risks and uncertainties associated with these statements and our business.

Our
USA Real Estate Bonds are being offered and sold only to “qualified purchasers” (as defined in Regulation A under the Securities
Act). As a Tier 2 offering pursuant to Regulation A under the Securities Act, this offering is exempt from state law “Blue Sky”
review, subject to meeting certain state filing requirements and complying with certain anti-fraud provisions, to the extent that our
USA Real Estate Bonds offered hereby are offered and sold only to “qualified purchasers” or at a time when our USA Real Estate
Bonds are listed on a national securities exchange. “Qualified purchasers” include: (i) “accredited investors”
under Rule 501(a) of Regulation D and (ii) all other investors so long as their investment in our USA Real Estate Bonds does not represent
more than 10% of the greater of their annual income or net worth (for natural persons), or 10% of the greater of annual revenue or net
assets at fiscal year-end (for non-natural persons). Accordingly, we reserve the right to reject any investor’s subscription in
whole or in part for any reason, including if we determine in our sole and absolute discretion that such investor is not a “qualified
purchaser” for purposes of Regulation A.

To
determine whether a potential investor is an “accredited investor” for purposes of satisfying one of the tests in the “qualified
purchaser” definition, the investor must be a natural person who:

If
the investor is not a natural person, different standards apply. See Rule 501 of Regulation D for more details.

For
purposes of determining whether a potential investor is a “qualified purchaser,” annual income and net worth should be calculated
as provided in the “accredited investor” definition under Rule 501 of Regulation D. In particular, net worth in all cases
should be calculated excluding the value of an investor’s home, home furnishings and automobiles.

This
summary highlights certain information about us and this offering contained elsewhere in this offering circular. Because it is only a
summary, it does not contain all the information that you should consider before investing in our securities and it is qualified in its
entirety by, and should be read in conjunction with, the more detailed information appearing elsewhere in this offering circular. Before
you decide to invest in our securities, you should read the entire offering circular carefully, including “Risk Factors”
beginning on page 15 and our financial statements and the accompanying notes included in this offering circular.

Our
Company

We
are a newly formed internally managed company and to date our activities have involved the organization of our Company and commencing
a “Tier 2 Offering” under Regulation A of the Company’s “USA Real Estate
Bonds” on a best efforts basis in increments of $1,000.00. To date, the Company has sold one 7% USA Real Estate Bond in the Offering,
which originally commenced on or around March 9, 2022 for $1,000, for which the Company’s prior 1-A filing was qualified by the
Securities and Exchange Commission on March 9, 2022.

On August 3,
2021, the Company was formed under the name USA Opportunity Income Fund, Inc., as a Puerto Rican corporation and, on October 8,
2021, the Company issued 3,000 shares of its $0.01 per share par value common stock as founders shares in exchange for incorporation
services provided to Dania Echemendia (1,000 shares), Andrew Murray (1,000 shares), and Richard Meruelo (1,000 shares). On January
26, 2022 the Company changed its name to USA Opportunity Income One, Inc.

We
are an early stage company which plans to implement our business model. Our business model is centered primarily around originating mortgages
and other liens on and interests in real estate. We anticipate that (i) at least 80% of our assets will consist of “mortgages and
other liens on and interests in real estate” (“Qualifying Interests”), including, bridge senior secured money lending
and mezzanine lending related to real estate and real estate development projects and (ii) not more than 20% of our total assets consist
of assets that have no relationship to real estate, assets that have no relationship to real estate constituting no more than 20% of
our assets, including, but not limited to, investing in preferred equity interests and up to 5% of the net proceeds for working capital
and general corporate purposes, provided the amount and nature of such activities do not cause us to lose our exemption from regulations
as an investment company pursuant to the Investment Company Act of 1940, or the “40 Act.” Qualifying Interests are assets
that represent an actual interest in real estate or are loans or liens “fully secured by real estate” but exclude securities
in other issuers engaged in the real estate business. We will sell USA Real Estate Bonds in this offering to provide the capital for
these activities.

The
Offering

The
USA Real Estate Bonds

7%
USA Real Estate Bonds:

12% USA Real Estate
Bonds:

For
more information on the terms of USA Real Estate Bonds being offered, please see “Description of the USA Real Estate Bonds”
beginning on page 63 of this offering circular.

We
are offering up to 75,000 of our USA Real Estate Bonds, with an aggregate principal amount of $75,000,000.

This
offering is expected to expire on the first of: (i) all of the USA Real Estate Bonds offered are sold; or (ii) the close of business
90 days after the date that this offering is deemed qualified by the SEC, unless sooner terminated or extended for additional 90 day-incremental
periods in the sole discretion of the Company (the “Termination Date”). The initial 90-day offering period and any additional
90 day-incremental offering periods will, in the aggregate, not exceed 24 months from the date of this offering circular, pursuant to
Rule 251(d)(3) of Regulation A.

The
Company has not yet generated any revenue and has no operating history. Our management has raised substantial doubt about our ability
to continue as a going concern based on these conditions and our independent registered public
accounting firm has included an explanatory paragraph relating to our ability to continue as a going concern in its audit report
with respect to our audited financial statements for the period from August 3, 2021 (inception) to December 31, 2021 and the year
ended December 31, 2022.

Until
sufficient proceeds have been received by us from the sale of USA Real Estate Bonds in this offering, we will rely on advances from our
shareholders and/or affiliates of our shareholders, as to which we have no assurances. Our shareholders and/or affiliates of our shareholders,
are not obligated to provide advances to us and there are no assurances that we will be successful in raising proceeds in this offering.
If we do not raise sufficient funds in this offering or if our shareholders and/or affiliates of our shareholders, decline to make advances
to us, we will not be able to implement our business plan, or may have to cease operations altogether. See “Certain Relationships
and Related Party Transactions” for more information.

In
order to operate our Company for 12 months, we estimate that $750,000 in funds will be required. If we fail to generate $43,000,000 from
our sales of USA Real Estate Bonds, we may not be able to fully carry out our plan of operations.

We
anticipate our operating expenses to be up to 2% of the outstanding USA Real Estate Bond proceeds after achieving a minimum of $25 million
in proceeds. We plan on generating a minimum return of 2% annually in excess of the bond interest rates of 7% and 12%,
annually in order to operate profitably. We also expect to use up to 5% of the proceeds from sales of USA Real Estate Bonds to provide
working capital for our company until such time as our revenues are sufficient to pay our operating expenses.

The
Company has no intention of entering into a reverse
merger with any entity in an unrelated industry in the future.

Business
Objectives and Strategy

Our
investment objective is to preserve and protect our capital while producing attractive risk-adjusted returns generated from current income
on our portfolio. Our investment strategy is to originate loans and invest in debt and related instruments supported by commercial and
residential real estate in Florida. Our company will conduct closings in this offering on the date which is within 3 days of the end
of each month or, if such date is not a business day, the next succeeding business day, assuming there are funds to close, or the closing
dates and each a closing date, until the offering termination.

Our
principal business objectives are to maximize the difference between the yield on our investments and the cost of financing these investments,
to grow the stable earnings associated with the portfolio of our loans and investments and to generate cash available for distribution.
We believe we can achieve these objectives and maximize the total return to our stockholders through the following investment strategies.

Our
business plan is to lend and invest in real estate projects in the State of Florida. The proposed loans and investments will be:

We
intend on using the majority of the proceeds from this offering for the loans and investments to be made. Our goal is to generate returns
on the loans from origination fees, interest and other fees related to the terms of the loans and investments. We expect to reinvest
repayments of principal and investments into new projects.

Investment
Strategy

The
financing of multifamily, senior housing, single-family residential and other diverse commercial real estate offers opportunities that
demand customized financing solutions. We employ the following investment strategies:

Provide
Customized Financing. We provide customized financing to meet the needs of borrowers. We target borrowers whose options may be
limited by conventional bank financing, have demonstrated a history of enhancing the value of the properties they purchase, improve and
operate and who may benefit from the customized financing solutions we offer.

Execute
Transactions Rapidly. We act quickly and decisively on proposals, provide commitments and close transactions within a few weeks
and sometimes days, if required. We believe that our rapid execution attracts opportunities from both borrowers and other lenders that
would not otherwise be available. We believe our ability to structure flexible terms and close loans quickly gives us a competitive advantage.

Our
Primary Targeted Investments

We
pursue short-term and long-term lending and investment opportunities and primarily target transactions where we believe we have competitive
advantages, particularly our cost structure and in-house underwriting capabilities. Our primary focus will be mortgage lending in the
attractive Florida commercial and residential real estate sectors.

We
offer the following investment types:

Bridge
Financing. We will offer bridge financing products to borrowers who are typically seeking short-term capital to use in an acquisition
of real property. The borrower will be required to form a special purpose LLC. The borrower will usually identify an undervalued
asset that has been under managed, can be repositioned and/or is located in a recovering market. From the borrower’s perspective,
shorter term bridge financing is advantageous because it allows for time to improve the property value without encumbering it with restrictive,
long-term debt that may not reflect optimal leverage for a non-stabilized property.

Our
bridge loans will be secured by a first mortgage on real property that earns a minimum of 10% annual interest, in addition to, origination
and other fees. These loans will be for terms ranging from 12 months to 36 months. In some cases, the Company may seek a bank loan to
leverage the Company loan allowing the Company to generate a positive spread on the interest rate charged by the bank. For example, Company
lends borrower $100,000 at 10% interest annually. Company pledges this loan to a bank securing a loan for $50,000 at a cost to Company
of 5% interest of the bank loan amount. Thereby, Company will earn greater than the original loan interest rate of 10%. Borrowers typically
use the proceeds of a conventional mortgage to repay a bridge loan.

Mezzanine
Financing. We will offer mezzanine financing in the form of loans that are subordinate to a conventional first mortgage loan
and senior to the mezzanine borrower’s indirect ownership interest in the underlying collateral property. The mezzanine borrower
will be a top level bankruptcy remote entity which, in turn, will own 100% of the equity interest in the special purpose property owning
entity, typically a limited liability company, which the borrower candidate will be required to form. The Company will enter into agreements
with the borrower candidates’ first mortgage lenders reserving the right of the Company to cure any default under the first mortgage
loans or to purchase those loans, as well as the right to the management of the collateral property. The mezzanine loans will be secured
by the mezzanine borrower’s pledge of its ownership interest the special purpose property owning entity. This structure is intended
to reserve in the Company the functionally equivalent economic right in the collateral property that it would enjoy were it to directly
hold a second mortgage in that collateral property. The Mezzanine loans will earn a minimum of 12% annual interest, in addition to,
origination fees. Mezzanine loans will be for terms ranging from 12 months to 36 months. In some cases, the Company may seek bank loans
to leverage the Company’s mezzanine loans allowing the Company to generate a positive spread on the interest rate charged
by the bank. For example, in a case in which the Company would lend the mezzanine borrower $100,000 at 12% interest annually
and thereafter pledging such loan to a third-party lending bank for its loan of $50,000 to the Company at
a cost of 6% annual interest the Company would realize an effective greater rate of return on its original mezzanine
loan rate of 12%.

Preferred
Equity Investments. We will provide financing by making preferred equity investments in entities that directly or through subsidiaries
own real property. In cases where the terms of a first mortgage prohibit additional liens on the ownership entity, investments structured
as preferred equity in the entity owning the property serve as viable financing substitutes. With preferred equity investments, we will
typically become a member in the ownership entity.

Operations

The
following describes our lending and investment process.

Origination.
We will solicit property owners, developers, and mortgage loan brokers in the State of Florida. Once potential borrowers have
been identified, we determine which of our financing products will best meet the borrower’s needs. After identifying a suitable
product, we work with the borrower to prepare a loan application. Upon completion by the borrower, the application is forwarded to our
underwriters for due diligence.

Underwriting
and Risk Management. Our underwriters perform due diligence on all proposed transactions prior to approval and commitment using
several tools to manage and mitigate potential loan losses and risk sharing exposure. The underwriters analyze each loan application
in accordance with the guidelines below to determine the loan’s conformity with the guidelines. Key factors considered in credit
decisions include, but are not limited to, where applicable, historical and projected, debt service coverage, loan to value ratios and
property financial and operating performance. In general, our underwriting guidelines require evaluation of the following:

We
continuously refine our underwriting criteria based upon actual loan portfolio experience and as market conditions and investor requirements
evolve.

Investment
Approval Process. We will apply an investment approval process to all loans and other investments proposed to us before submitting
each proposal for final approval. A written report will be generated for every loan or other investment that is submitted to our investment
committee for approval. The report includes a description of the prospective borrower and any guarantors, the collateral and the proposed
use of investment proceeds, as well as borrower and property financial statements and analysis. The report also includes an analysis
of borrower liquidity, net worth, cash investment, income, credit history and operating experience. All transactions require the approval
of a majority of the members of our investment committee. Following the approval of a transaction, our underwriting and servicing departments,
together with our asset management group, assure that all loan approval terms have been satisfied and conform to lending requirements
established for that particular transaction.

Servicing.
We service all loans and investments through our internal loan servicing department located at Miami, Florida. Our loan servicing
operations are designed to provide prompt customer service and accurate and timely information for account follow up, financial reporting
and management review. Following the funding of an approved loan, all pertinent loan data is entered into our data processing system,
which provides monthly billing statements, tracks payment performance and processes contractual interest rate adjustments on variable
rate loans. The servicing group works closely with our asset management group to ensure the appropriate level of customer service and
monitoring of loans.

Asset
Management. Effective asset and portfolio management is essential to maximize the performance and value of a real estate investment.
The asset management group customizes a plan with the loan originators and underwriters to track each loan and investment from origination
through disposition. This group monitors each investment’s operating history, value outlook, local economic trends and rental and
occupancy rates and evaluates the underlying property’s competitiveness within its market. This group assesses ongoing and potential
operational and financial performance of each investment in order to evaluate and ultimately improve its operations and financial viability.
The asset management group performs frequent onsite inspections, conducts meetings with borrowers and evaluates and participates in the
budgeting process, financial and operational review and business plans of each underlying property. This group also focuses when applicable
on increasing the productivity of onsite property managers and leasing brokers. This group communicates the status of each transaction
against its established asset management plan to senior management, in order to enhance and preserve capital, as well as to avoid litigation
and potential exposure.

Timely
and accurate identification of an investment’s operational and financial issues and each borrower’s objectives is essential
to implementing an executable loan workout and restructuring process, if required. Since the existing property management may not have
the requisite expertise to manage the workout process effectively, our asset management group determines the current operating and financial
status of an asset or portfolio and performs a liquidity analysis of the property and ownership entity and then, if appropriate, identifies
and evaluates alternatives to maximize the value of an investment.

Investment
Guidelines. Our Board of Directors has adopted general guidelines for our investments and borrowings to the effect that: (1)
no investment will be made that would cause us to be regulated as an investment company under the Investment Company Act; (2) at least
80% of our assets will consist of “mortgages and other liens on and interests in real estate” (“Qualifying Interests”),
including, but not limited to, bridge senior secured money lending and mezzanine lending related to real estate and real estate development
projects; and (3) not more than 20% of our total assets consist of assets that have no relationship to real estate, including, but not
limited to, investing in preferred equity interests and up to 5% of the net proceeds for working capital and general corporate purposes.

Recent
Developments

Regulation A Offering

We
engaged in a “Tier 2 Offering” under Regulation A of the Company’s “USA Real Estate Bonds” of up to $75,000,000
on a best efforts basis in increments of $1,000.00. To date, the Company has sold one 7% USA Real Estate Bond in the Offering, which
originally commenced on or around March 9, 2022 for $1,000, for which the Company’s prior 1-A filing was qualified by the Securities
and Exchange Commission on March 9, 2022.

End
of Engagement with Coastal Equities, Inc.

We
previously engaged Coastal Equities, Inc., an Ohio Corporation (“Coastal”) and a registered broker/dealer licensed with
the Financial Industry Regulatory Authority (“FINRA”) as a managing broker dealer for this Offering pursuant to a
Managing Broker Dealer Agreement (the “Coastal Agreement”) dated October 22, 2021. On October 21, 2022, Coastal
terminated the Coastal Agreement. As of the date of the termination of the Coastal Agreement, we had sold $1,000 of our 7% USA Real
Estate Bonds pursuant to this Offering and Coastal earned commissions in the amount of $0 as Coastal was not involved in such
sale.

Engagement
of Dalmore Group, LLC

On
November 22, 2022, we engaged Dalmore Group, LLC (“Dalmore”), a New York Limited Liability Company and member of the Financial
Industry Regulatory Authority (“FINRA”) as the broker dealer of record (“Broker Dealer of Record”) of this Offering
to provide or arrange certain compliance and administrative services for the Offering. Dalmore is not obligated to purchase any USA Real
Estate Bonds.

Pursuant
to our Broker-Dealer Agreement (the “Dalmore Agreement”) with Dalmore, dated November 22, 2022, Dalmore has agreed to provide
the Company with the following services in connection with the Offering:

In
consideration for these services, the Company has agreed to pay Dalmore a fee equal to 1% of the aggregate amount raised by the Company
in the Offering. Dalmore will commence to provide services to the Company immediately following the Financial Industry Regulatory Authority’s
(“FINRA”) issuance of a No Objection Letter for the Offering. The Company also agreed to pay Dalmore a one-time advance payment
for reasonable and necessary out of pocket expenses of $5,000 upon execution of the Dalmore Agreement and a one-time consulting fee of
$20,000 which will be due and payable within five (5) days after FINRA issues a No Objection Letter related to the Offering.

Pursuant
to the Dalmore Agreement, Dalmore is strictly acting in an administrative and compliance capacity as the broker dealer of record, and
is not being engaged by the Company to act as an underwriter or placement agent in connection with the Offering. The Company also agreed
to indemnify and hold Dalmore, its affiliates and their representatives and agents harmless from, any and all actual or direct losses,
liabilities, judgments, arbitration awards, settlements, damages and costs resulting from or arising out of any third party suits, actions,
claims, demands or similar proceedings (to the extent they are based upon (i) a breach of the Dalmore Agreement by the Company, (ii)
the Company’s wrongful acts or omissions, or (iii) the Offering. The initial term of the Dalmore Agreement shall extend for a period
of twelve (12) months and shall extend for additional consecutive twelve-month periods as set forth in the Dalmore Agreement.

Engagement
of First Southern, LLC

On
December 6, 2022, we engaged First Southern, LLC (“First Southern”), a Puerto Rico Limited Liability Company and member of
the Financial Industry Regulatory Authority (“FINRA”) as a non-exclusive placement agent for this Offering on a “reasonable
best efforts” basis. Pursuant to the Engagement Agreement with First Southern dated December 6, 2022 (the “First Southern
Agreement”), First Southern has agreed to act as a non-exclusive placement agent for this Offering on a “reasonable best
efforts” basis. First Southern is not obligated to purchase any USA Real Estate Bonds and is not obligated to sell any USA Real
Estate Bonds.

We
have agreed to pay First Southern up to 6% of the aggregate gross proceeds raised in this Offering as consideration for their
placement agent services under the First Southern Agreement (the 6% is comprised of a 5% commission fee and a 1% expense reallowance fee). We have also agreed under the First Southern Agreement that the
Company will be responsible for and will pay all expenses related to the Offering. Additionally, pursuant to the First Southern
Agreement, First Southern agreed to pay its own expenses in connection with the First Southern Agreement and the transactions
contemplated thereunder. Additionally, pursuant to the First Southern Agreement, following the prior written consent of the Company,
First Southern may retain other brokers or dealers to act as sub-agent or selected-dealers on its behalf in connection with the
Offering.

Additionally,
pursuant to the First Southern Agreement, we have agreed to indemnify First Southern against all losses, claims, damages, expenses and
liabilities, as the same are incurred (including the reasonable fees and expenses of counsel), relating to or arising out of the First
Southern Agreement, except, with regard to the extent that any losses, claims, damages, expenses or liabilities (or actions in respect
thereof) are found in a final judgment (not subject to appeal) by a court of law to have resulted primarily and directly from First Southern’s
willful misconduct or gross negligence in performing the services under the First Southern Agreement, as the case may be.

The
term of the First Southern Agreement is from December 6, 2022 until the earlier of (i) 12 months from such date and (ii) the final closing
date of the Offering.

COVID-19

The
Company’s operations may be affected by the presence of the coronavirus disease (COVID-19) which in March 2020, had been declared
a pandemic by the World Health Organization. The ultimate disruption which may be caused by this event is uncertain, however, it may
result in a material adverse impact on the Company’s financial position, operations and cash flows. In 2023, COVID-19 has become
a less severe disruptive event due to the passage of time and vaccinations.

As
of the date of this filing, the Company has not experienced significant impact related to the COVID-19 presence.

Emerging
Growth Company Status

We
are an “emerging growth company” as defined in the JOBS Act, which permits us to elect not to be subject to certain disclosure
and other requirements that otherwise would have been applicable to us had we not been an “emerging growth company.” These
provisions include:

We
may take advantage of these exemptions for up to five years or such earlier time as we are no longer an “emerging growth company.”
We will qualify as an “emerging growth company” until the earliest of:

Under
this definition, we will be an “emerging growth company” upon completion of this offering and could remain an “emerging
growth company” until as late as December 31, 2026.

In
addition, the JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with
new or revised accounting standards. This allows an emerging growth company to delay the adoption of certain accounting standards until
those standards would otherwise apply to private companies. We have irrevocably elected not to avail ourselves of this exemption from
new or revised accounting standards and, therefore, we will be subject to the same new or revised accounting standards as other public
companies that are not emerging growth companies.

Risks
Affecting Us

Our
business is subject to numerous risks and uncertainties, including those highlighted in the section titled “Risk Factors”
beginning on page 15. These risks include, but are not limited to the following:

Our
management has raised substantial doubt about our ability to continue as a going concern and our independent registered public accounting
firm has included an explanatory paragraph relating to our ability to continue as a going concern in its audit report with respect to
our audited financial statements for the period from August 3, 2021 (inception) through December 31, 2021 and the year ended December
31, 2022.

Corporate
Information

We were incorporated under the
laws of Puerto Rico, USA on August 3, 2021 under the name USA Opportunity Income Fund, Inc. On October 8, 2021, the Company issued 3,000
shares of our $0.01 per share par value common stock as founders’ shares in exchange for incorporation services provided to Dania
Echemendia (1,000 shares), Andrew Murray (1,000 shares), and Richard Meruelo (1,000 shares). On January 26, 2022 the Company changed
its name to USA Opportunity Income One, Inc. We engaged in a “Tier 2 Offering” under Regulation A of the Company’s
“USA Real Estate Bonds” on a best efforts basis in increments of $1,000.00. To date, the Company has sold one 7% USA Real
Estate Bond in the Offering, which originally commenced on or around March 9, 2022 for $1,000, for which the Company’s prior 1-A
filing was qualified by the Securities and Exchange Commission on March 9, 2022.

Our principal executive offices are located at 404 Ave Constitucion # 208, San
Juan, Puerto Rico 00901, and our telephone number is (800) 305-5310. Our fiscal year end is December 31^st. The information
which appear on our websites, or are accessible through our websites, at www.usarealestatebonds.com and www.usarelending.com
are not part of, and are not incorporated by reference into, this offering circular.

We
have not generated any revenues since our formation. We are presently dependent on advances from our shareholders and/or affiliates of
our shareholders to provide capital for our operations. See “Certain Relationships and Related Party Transactions”
for more information.

The
following table presents our summary historical financial data for the periods indicated. The summary historical financial data for the
period from August 3, 2021 (inception) through December 31, 2021 and the balance sheet data as of December 31, 2021 and is derived from
the audited financial statements. The summary historical financial data for year ended December 31, 2022 and the balance
sheet data as of December 31, 2022 is derived from the unaudited financial statements.

Historical
results are included for illustrative and informational purposes only and are not necessarily indicative of results we expect in future
periods, and results of interim periods are not necessarily indicative of results for the entire year. You should read the following
summary financial data in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations”
and our financial statements and related notes appearing elsewhere in this Offering Circular.

Investing
in our securities involves risks. In addition to the other information contained in this offering circular, you should carefully consider
the following risks before deciding to purchase our securities in this offering. The occurrence of any of the following risks might cause
you to lose all or a part of your investment. Some statements in this offering circular, including statements in the following risk factors,
constitute forward-looking statements. Please refer to “Cautionary Statement Regarding Forward-Looking Statements” for more
information regarding forward-looking statements.

Below
is a summary of material risks, uncertainties and other factors that could have a material effect on the Company and its operations:

Risks
Related to our Industry and Our Lending and Investing Activities

Our
loans and investments expose us to risks associated with debt-oriented real estate investments generally.

We
seek to invest primarily in debt instruments relating to real estate-related assets. As such, we are subject to, among other things,
risk of defaults by borrowers in paying debt service on outstanding indebtedness and to other impairments of our loans and investments.
Any deterioration of real estate fundamentals generally, and in the U.S. in particular, could negatively impact our performance by making
it more difficult for borrowers of our mortgage loans, or borrower entities, to satisfy their debt payment obligations, increasing the
default risk applicable to borrower entities, and/or making it more difficult for us to generate attractive risk-adjusted returns. Changes
in general economic conditions will affect the creditworthiness of borrower entities and/or the value of underlying real estate collateral
relating to our investments and may include economic and/or market fluctuations, changes in environmental, zoning and other laws, casualty
or condemnation losses, regulatory limitations on rents, decreases in property values, changes in the appeal of properties to tenants,
changes in supply and demand, fluctuations in real estate fundamentals, the financial resources of borrower entities, energy supply shortages,
various uninsured or uninsurable risks, natural disasters, political events, terrorism and acts of war, changes in government regulations,
changes in real property tax rates and/or tax credits, changes in operating expenses, changes in interest rates, changes in inflation
rates, changes in the availability of debt financing and/or mortgage funds which may render the sale or refinancing of properties difficult
or impracticable, increased mortgage defaults, increases in borrowing rates, negative developments in the economy and/or adverse changes
in real estate values generally and other factors that are beyond our control.

We
cannot predict the degree to which economic conditions generally, and the conditions for real estate debt investing in particular, will
improve or decline. Any declines in the performance of the U.S. and global economies or in the real estate debt markets could have a
material adverse effect on our business, financial condition, and results of operations.

Commercial
real estate-related investments that are secured by real property are subject to delinquency, foreclosure and loss, which could result
in losses to us.

Commercial
real estate debt instruments (e.g., mortgages) that are secured by commercial property are subject to risks of delinquency and foreclosure
and risks of loss that are greater than similar risks associated with loans made on the security of single-family residential property.
The ability of a borrower to repay a loan secured by an income-producing property typically is dependent primarily upon the successful
operation of the property rather than upon the existence of independent income or assets of the borrower. If the net operating income
of the property is reduced, the borrower’s ability to repay the loan may be impaired. Net operating income of an income-producing
property can be affected by, among other things:

●
tenant mix and tenant bankruptcies;

●
success of tenant businesses;

●
property management decisions, including with respect to capital improvements, particularly in older building structures;

●
property location and condition;

●
competition from other properties offering the same or similar services;

●
changes in laws that increase operating expenses or limit rents that may be charged;

●
any need to address environmental contamination at the property;

●
changes in global, national, regional, or local economic conditions and/or specific industry segments;

●
declines in global, national, regional or local real estate values;

●
declines in global, national, regional or local rental or occupancy rates;

●
changes in interest rates, foreign exchange rates, and in the state of the credit and securitization markets and debt and equity capital
markets, including diminished availability or lack of debt financing for commercial real estate;

●
changes in real estate tax rates, tax credits and other operating expenses;

●
changes in governmental rules, regulations and fiscal policies, including income tax regulations and environmental legislation;

●
acts of God, terrorism, social unrest and civil disturbances, which may decrease the availability of or increase the cost of insurance
or result in uninsured losses; and

●
adverse changes in zoning laws.

The
lending industry is highly regulated. Changes in regulations or in the way regulations are applied to our business could adversely affect
our business.

Changes
in laws or regulations or the regulatory application or judicial interpretation of the laws and regulations applicable to us could adversely
affect our ability to operate in the manner in which we intend to conduct business or make it more difficult or costly for us to participate
in or otherwise make loans. A material failure to comply with any such laws or regulations could result in regulatory actions, lawsuits,
and damage to our reputation, which could have a material adverse effect on our business and financial condition and our ability to participate
in and perform our obligations to investors and other constituents.

The
initiation of a proceeding relating to one or more allegations or findings of any violation of such laws could result in modifications
in our methods of doing business that could impair our ability to collect payments on our loans or to acquire additional loans or could
result in the requirement that we pay damages and/or cancel the balance or other amounts owing under loans associated with such violation.
We cannot assure you that such claims will not be asserted against us in the future.

We
will originate mezzanine loans which are subject to a greater risk of loss than loans secured by a first priority mortgage lien.

We
will originate mezzanine loans that are generally secured by a pledge of the ownership interests of the entity that directly or indirectly
owns the property. Mezzanine loans have a higher degree of risk than senior mortgage loans because the investment may become unsecured
as a result of foreclosure by the mortgage holder. In the event of a bankruptcy of our borrower, we are unlikely to have full recourse
to the assets of the borrower, or the borrower’s assets may not be sufficient to satisfy our mezzanine loan. If a borrower defaults
on our mezzanine loan or debt senior to our loan, or in the event of a borrower bankruptcy, our mezzanine loan will be satisfied only
after the senior debt is paid. As a result, we may not recover some or all of our investment. In addition, mezzanine loans are likely
to have higher loan to value ratios than mortgage loans, resulting in less equity in the property and increasing the risk of loss of
loan principal.

Preferred
equity investments involve a greater risk of loss than traditional mortgage financing.

We
will invest in preferred equity investments, which involve a higher degree of risk than traditional mortgage financing. Such investments
are usually subordinate to all other loans and are not secured by the property underlying the investment. Should the issuer default on
our investment, we can only proceed against the entity owning real property in which we have an interest, and not the underlying property.
As a result, we may not recover some or all of our investment.

Worsening
economic conditions may result in decreased demand for loans, cause borrowers’ default rates to increase, and harm our operating
results.

Uncertainty
and negative trends in general economic conditions in the United States and abroad, including significant tightening of credit markets,
historically have created a difficult environment for companies in the lending industry. Many factors, including factors that are beyond
our control, may have a detrimental impact on our operating performance. These factors include general economic conditions, unemployment
levels, energy costs and interest rates, as well as events such as natural disasters, acts of war, terrorism, pandemic like the coronavirus (COVID-19) and catastrophes.

We
will primarily lend to real estate borrowers and real estate development projects. Such borrowers will more likely be affected or more
severely affected than large enterprises by adverse economic conditions. These conditions may result in a decline in the demand for loans
by potential borrowers or higher default rates by borrowers.

There
can be no assurance that economic conditions will remain favorable for our business or that demand for loans in which we participate
or default rates by borrowers will remain at current levels. Reduced demand for loans would negatively impact our growth and revenue,
while increased default rates by borrowers may inhibit our access to capital and negatively impact our profitability. Further, if an
insufficient number of qualified borrowers apply for loans, our growth and revenue would be negatively impacted.

Loans
on properties in transition will involve a greater risk of loss than conventional mortgage loans.

We
may invest in transitional loans to borrowers who are typically seeking relatively short-term capital to be used in an acquisition or
rehabilitation of a property. The typical borrower in a transitional loan has usually identified an undervalued asset that has been under-managed
and/or is located in a recovering market. If the market in which the asset is located fails to improve according to the borrower’s
projections, or if the borrower fails to improve the quality of the asset’s management and/or the value of the asset, the borrower
may not receive a sufficient return on the asset to satisfy the transitional loan, and we bear the risk that we may not recover some
or all of our investment.

In
addition, borrowers usually use the proceeds of a conventional mortgage to repay a transitional loan. Transitional loans therefore are
subject to the risk of a borrower’s inability to obtain permanent financing to repay the transitional loan. In the event of any
default under transitional loans that may be held by us, we bear the risk of loss of principal and non-payment of interest and fees to
the extent of any deficiency between the value of the mortgage collateral and the principal amount and unpaid interest of the transitional
loan. To the extent we suffer such losses with respect to these transitional loans, it could adversely affect our results of operations
and financial condition.

Risks
of cost overruns and noncompletion of renovations of properties in transition may result in significant losses.

The
renovation, refurbishment or expansion of a property by a borrower involves risks of cost overruns and noncompletion. Estimates of the
costs of improvements to bring an acquired property up to standards established for the market position intended for that property may
prove inaccurate. Other risks may include rehabilitation costs exceeding original estimates, possibly making a project uneconomical,
environmental risks, delays in legal and other approvals and rehabilitation and subsequent leasing of the property not being completed
on schedule. If such renovation is not completed in a timely manner, or if it costs more than expected, the borrower may experience a
prolonged reduction of net operating income and may not be able to make payments on our investment on a timely basis or at all, which
could result in significant losses.

There
are increased risks involved with our lending activities to renovation or rehabilitation projects.

Lending
to projects involving renovations or rehabilitations, which include our investment in loans that fund such projects, may expose us
to increased lending risks. Lending to projects involving renovations or rehabilitations generally is considered to involve a higher
degree of risk of non-payment and loss than other types of lending due to a variety of factors, including the difficulties in estimating
costs and anticipating delays and, generally, the dependency on timely, successful completion and the lease-up and commencement of operations
post-completion. In addition, since such loans generally entail greater risk than mortgage loans collateralized by income-producing property,
we may need to increase our allowance for loan losses in the future to account for the likely increase in probable incurred credit losses
associated with such loans.

If
a borrower fails to complete the project or experiences cost overruns, there could be adverse consequences associated with the loan,
including a decline in the value of the property securing the loan, a borrower claim against us for failure to perform under the loan
documents if we choose to stop funding, increased costs to the borrower that the borrower is unable to pay, a bankruptcy filing by the
borrower, and abandonment by the borrower of the collateral for the loan.

Our
success depends on the availability of attractive investments and our management’s ability to identify, structure, consummate,
leverage, manage and realize returns on our loans and investments.

Our
operating results are dependent upon the availability of, as well as our management’s ability, to identify, structure, consummate,
leverage, manage and realize returns on our loans and investments. In general, the availability of favorable investment opportunities
and, consequently, our returns, will be affected by the level and volatility of interest rates and credit spreads, conditions in the
financial markets, general economic conditions, the demand for loans and investment opportunities in our target assets and the supply
of capital for such loans and investment opportunities. We cannot assure you that our management will be successful in identifying and
consummating investments that satisfy our rate of return objectives or that such loans and investments, once made, will perform as anticipated.

Real
estate valuation is inherently subjective and uncertain.

The
valuation of real estate and therefore the valuation of any collateral underlying our loans is inherently subjective due to, among other
factors, the individual nature of each property, its location, the expected future rental revenues from that particular property and
the valuation methodology adopted. In addition, where we invest in loans for renovation or rehabilitation projects, initial valuations
will assume completion of the project. As a result, the valuations of the real estate assets against which we will make or acquire loans
are subject to a large degree of uncertainty and are made on the basis of assumptions and methodologies that may not prove to be accurate,
particularly in periods of volatility, low transaction flow or restricted debt availability in the commercial or residential real estate
markets. This is true regardless of whether we internally perform such valuation or hire a third party to do so.

Our
loans and investments may be concentrated in terms of geography, asset types, and sponsors.

We
are not required to observe specific diversification criteria. Therefore, our investments may be concentrated in certain property types
that may be subject to higher risk of default or foreclosure or secured by properties concentrated in a limited number of geographic
locations.

To
the extent that our assets are concentrated in any one region or type of asset, downturns generally relating to such type of asset or
region may result in defaults on a number of our investments within a short time period, which could adversely affect our results of
operations and financial condition. In addition, because of asset concentrations, even modest changes in the value of the underlying
real estate assets could have a significant impact on the value of our investment. As a result of any high levels of concentration, any
adverse economic, political or other conditions that disproportionately affects those geographic areas or asset classes could have a
magnified adverse effect on our results of operations and financial condition, and the value of our loans and investments could vary
more widely than if we invested in a more diverse portfolio of loans and investments.

The
due diligence process that our management undertakes in regard to loan and investment opportunities may not reveal all facts that may
be relevant in connection with an investment and if our management incorrectly evaluates the risks of our loans and investments we may
experience losses.

Before
making investments for us, our management conducts due diligence that it deems reasonable and appropriate based on the facts and circumstances
relevant to each potential investment. When conducting due diligence, our management may be required to evaluate important and complex
business, financial, tax, accounting, environmental and legal issues. Outside consultants, legal advisors, accountants and investment
banks may be involved in the due diligence process in varying degrees depending on the type of potential investment. Our management’s
loss estimates may not prove accurate, as actual results may vary from estimates. If our management underestimates the asset-level losses
relative to the price we pay for a particular investment, we may experience losses with respect to such investment.

Moreover,
investment analyses and decisions by our management may frequently be required to be undertaken on an expedited basis to take advantage
of investment opportunities. In such cases, the information available to our management at the time of making an investment decision
may be limited, and they may not have access to detailed information regarding such investment. Therefore, we cannot assure you that
our management will have knowledge of all circumstances that may adversely affect such investment.

Insurance
on real estate collateral may not cover all losses.

There
are certain types of losses, generally of a catastrophic nature, such as earthquakes, floods, hurricanes, terrorism or acts of war, which
may be uninsurable or not economically insurable. Inflation, changes in building codes and ordinances, environmental considerations and
other factors also might result in insurance proceeds insufficient to repair or replace a property if it is damaged or destroyed. Under
these circumstances, the insurance proceeds received with respect to a property relating to one of our investments might not be adequate
to restore our economic position with respect to our investment. Any uninsured loss could result in the corresponding nonperformance
of or loss on our investment related to such property.

The
impact of any future terrorist attacks and the availability of affordable terrorism insurance expose us to certain risks.

Terrorist
attacks, the anticipation of any such attacks, and the consequences of any military or other response by the U.S. and its allies may
have an adverse impact on the U.S. financial markets and the economy in general. We cannot predict the severity of the effect that any
such future events would have on the U.S. financial markets, the economy or our business. Any future terrorist attacks could adversely
affect the credit quality of some of our loans and investments. Some of our loans and investments will be more susceptible to such adverse
effects than others, particularly those secured by properties in major cities or properties that are prominent landmarks or public attractions.
We may suffer losses as a result of the adverse impact of any future terrorist attacks and these losses may adversely impact our results
of operations.

In
addition, the enactment of the Terrorism Risk Insurance Act of 2002, or TRIA, and the subsequent enactment of the Terrorism Risk Insurance
Program Reauthorization Act of 2015 and the Terrorism Risk Insurance Program Reauthorization Act of 2019, which extended TRIA through
the end of 2020 and 2027, respectively, requires insurers to make terrorism insurance available under their property and casualty insurance
policies and provides federal compensation to insurers for insured losses. However, this legislation does not regulate the pricing of
such insurance and there is no assurance that this legislation will be extended beyond 2020. The absence of affordable insurance coverage
may adversely affect the general real estate lending market, lending volume and the market’s overall liquidity and may reduce the
number of suitable investment opportunities available to us and the pace at which we are able to make investments. If the properties
that we invest in are unable to obtain affordable insurance coverage, the value of those investments could decline and in the event of
an uninsured loss, we could lose all or a portion of our investment.

We
may need to foreclose on certain of the loans we originate or acquire, which could result in losses that harm our results of operations
and financial condition.

We
may find it necessary or desirable to foreclose on certain of the loans we originate, and the foreclosure process may be lengthy and
expensive. If we foreclose on an asset, we may take title to the property securing that asset, and if we do not or cannot sell the property,
we would then come to own and operate it as “real estate owned.” Owning and operating real property involves risks that are
different (and in many ways more significant) than the risks faced in owning an asset secured by that property. In addition, we may end
up owning a property that we would not otherwise have decided to acquire directly at the price of our original investment or at all,
and the liquidation proceeds upon sale of the underlying real estate may not be sufficient to recover our cost basis in the loan, resulting
in a loss to us.

Whether
or not we have participated in the negotiation of the terms of any such loans, we cannot assure you as to the adequacy of the protection
of the terms of the applicable loan, including the validity or enforceability of the loan and the maintenance of the anticipated priority
and perfection of the applicable security interests. Furthermore, claims may be asserted by lenders or borrowers that might interfere
with enforcement of our rights. Borrowers may resist foreclosure actions by asserting numerous claims, counterclaims and defenses against
us, including, without limitation, lender liability claims and defenses, even when the assertions may have no basis in fact, in an effort
to prolong the foreclosure action and seek to force the lender into a modification of the loan or a favorable buy-out of the borrower’s
position in the loan. In some states, foreclosure actions can take several years or more to litigate. At any time prior to or during
the foreclosure proceedings, the borrower may file for bankruptcy, which would have the effect of staying the foreclosure actions and
further delaying the foreclosure process and could potentially result in a reduction or discharge of a borrower’s debt. Foreclosure
may create a negative public perception of the related property, resulting in a diminution of its value. Even if we are successful in
foreclosing on a loan, the liquidation proceeds upon sale of the underlying real estate may not be sufficient to recover our cost basis
in the loan, resulting in a loss to us. Furthermore, any costs or delays involved in the foreclosure of the loan or a liquidation of
the underlying property will further reduce the net sale proceeds and, therefore, increase any such losses to us.

If
we foreclose on certain of the loans we originate or acquire, then we are subject to the general risks of owning real estate.

Fluctuations
in vacancy rates, rent schedules and operating expenses can adversely affect operating results or render the sale or refinancing of a
property difficult or unattractive. No assurance can be given that certain assumptions as to the future levels of occupancy, cost of
tenant improvements or future costs of operating a property will be accurate since such matters will depend on events and factors beyond
the control of our management. Such factors include continued validity and enforceability of the leases, vacancy rates for similar properties,
financial resources of tenants and rent levels near the properties, adverse changes in local population trends, market conditions, neighborhood
values, local economic and social conditions, supply and demand for property, competition from similar properties, interest rates and
real estate tax rates, governmental rules, regulations and fiscal policies, the enactment of unfavorable real estate laws, rent control,
environmental or zoning law, and hazardous material law, uninsured losses, effects of inflation, and other risks. Properties may not
perform in accordance with expectations which could result in losses that harm our results of operations and financial conditions. There’s
no certainty that we will be able to sell or refinance such properties on favorable terms, or at all.

Properties
obtained through the foreclosure on one of our loans we originate or acquire may involve substantial risks.

Properties
obtained through a foreclosure may be distressed, poorly managed or in need of repositioning or other improvements. We may underestimate
the amount of time, difficulty and cost of leasing vacant space. Additionally, we may underestimate the costs of improvements required
to bring a property up to standards suitable for its intended use or its intended market position. No assurance can be given that our
management will manage such properties in a way that is profitable to the Company.

The
properties underlying our investments may be subject to unknown liabilities, including environmental liabilities, that could affect the
value of these properties and as a result, our investments.

Collateral
properties underlying our loans and investments may be subject to unknown or unquantifiable liabilities that may adversely affect the
value of our loans and investments. Such defects or deficiencies may include title defects, title disputes, liens, servitudes or other
encumbrances on the mortgaged properties. The discovery of such unknown defects, deficiencies and liabilities could affect the ability
of our borrowers to make payments to us or could affect our ability to foreclose and sell the underlying properties, which could adversely
affect our results of operations and financial condition.

Furthermore,
to the extent we foreclose on properties with respect to which we have extended loans, we may be subject to environmental liabilities
arising from such foreclosed properties. Under various U.S. federal, state and local laws, an owner or operator of real property may
become liable for the costs of removal of certain hazardous substances released on its property. These laws often impose liability without
regard to whether the owner or operator knew of, or was responsible for, the release of such hazardous substances.

If
we foreclose on any properties underlying our loans and investments, the presence of hazardous substances on a property may adversely
affect our ability to sell the property and we may incur substantial remediation costs, therefore the discovery of material environmental
liabilities attached to such properties could adversely affect our results of operations and financial condition.

The
outbreak of COVID-19 may cause an overall decline in the economy as a whole, and may materially harm our business, results of operations
and financial condition.

The
Company’s operations may be affected by the presence of the coronavirus disease (COVID-19) which in March 2020, had been declared
a pandemic by the World Health Organization. The ultimate disruption which may be caused by this event is uncertain, however, it may
result in a material adverse impact on the Company’s financial position, operations and cash flows. In 2023, COVID-19 has become
a less severe disruptive event due to the passage of time and vaccinations.

The
entire actual effects of the presence of COVID-19 are difficult to assess at this time as the actual effects will depend on many
factors beyond the control and knowledge of the Company. However, the presence of COVID-19, if it continues, may cause an overall
decline in the economy as a whole and therefore may materially harm our business, results of operations and financial condition.

Our
management team has limited experience in mortgage loan underwriting.

Our
management team has limited experience in mortgage loan underwriting. If the method adopted by the Company for evaluating real estate
property related to a potential real estate loan and for establishing interest rates for the corresponding real estate loan proves flawed,
investors may not receive the expected yield on the USA Real Estate Bonds.

We
have limited experience in managing real estate loans and investments or developing real estate projects.

If
the borrower is unable to repay its obligations under a loan from us, we may foreclose on the real estate property. Although we will
seek out purchasers for the property, we or experienced third parties engaged by us may have to take an active role in the management
of the real estate or the project. Prospective investors should consider that the members of our management have limited experience in
managing real estate or developing real estate projects. No assurances can be given that we or third parties engaged by us can manage
real estate or operate real estate projects profitably.

Foreclosed
assets may be sold to affiliates.

In
the event that we become the owner of any assets by reason of foreclosure, the first priority will be to arrange for the sale of the
property for a price that will permit the recovery of the full amount of invested capital plus accrued but unpaid interest and other
charges, or so much thereof as can reasonably be obtained in light of current market conditions. In order to facilitate such a sale,
we may, but are not required to, arrange a sale to persons or entities affiliated with us or controlled by us, (e.g. to a limited liability
company formed by us or an affiliate of ours). We will be subject to conflicts of interest in arranging such sales since we would represent
or have an interest in both parties to the transaction. There will not be any independent review by any outside parties of such transactions.
To the extent such sales are made to persons or entities affiliated with us or controlled by us, the Company will endeavor to enter into
a transaction for a sale price of the property that, in the opinion of the Company, would have been reached in an arm’s length
transaction with or among unaffiliated third parties to ensure fair and equitable treatment among the parties. However, no assurance
can be given that the sale price for property would be fair, reasonable or negotiated at “arms-length.”

Competition
for employees is intense, and we may not be able to attract and retain the highly skilled employees whom we need to support our business.

Competition
for highly skilled personnel, especially data analytics personnel, is extremely intense, and we could face difficulty identifying and
hiring qualified individuals in many areas of our business. We may not be able to hire and retain such personnel. Many of the companies
with which we compete for experienced employees have greater resources than we have and may be able to offer more attractive terms of
employment. In addition, we intend to invest significant time and expense in training our employees, which increases their value to competitors
who may seek to recruit them. If we fail to retain our employees, we could incur significant expenses in hiring and training their replacements
and the quality of our services and our ability to serve borrowers could diminish, resulting in a material adverse effect on our business.
We currently have 3 full-time employees.

We
operate in a competitive market which may intensify, and competition with affiliates and non-affiliates may limit our ability to implement
our business model and have a material adverse effect on our business, financial condition, and results of operations.

We
operate in a competitive market which may intensify, and competition with affiliates and non-affiliates may limit our ability to implement
our business model and have a material adverse effect on our business, financial condition, and results of operations. Our competitors
may be able to have a lower cost for their services which would lead to borrowers choosing such other competitors over the Company. In
addition, some of our competitors may have higher risk tolerances or different risk assessments, which could allow them to consider a
wider variety of loans and investments, offer more attractive pricing or other terms and establish more relationships than us.

We
operate in a competitive market for lending and investment opportunities which may intensify, and competition may limit our ability to
originate or acquire desirable loans and investments or dispose of assets we target and could also affect the yields of these assets
and have a material adverse effect on our business, financial condition, and results of operations.

We
operate in a competitive market for lending and investment opportunities, which may intensify. Our profitability depends, in large part,
on our ability to originate our target loans and investments on attractive terms. In originating, we compete for opportunities with a
variety of lenders and investors, including REITs, specialty finance companies, public and private funds, commercial and investment banks,
commercial finance and insurance companies and other financial institutions. Some competitors may have a lower cost of funds and access
to funding sources that are not available to us, such as the U.S. Government. Many of our competitors are not subject to the operating
constraints associated with maintaining an exclusion from regulation under the Investment Company Act. In addition, some of our competitors
may have higher risk tolerances or different risk assessments, which could allow them to consider a wider variety of loans and investments,
offer more attractive pricing or other terms and establish more relationships than us. Furthermore, competition for originations of and
investments in our target assets may lead to decreasing yields, which may further limit our ability to generate desired returns. Also,
as a result of this competition, desirable loans and investments in our target assets may be limited in the future and we may not be
able to take advantage of attractive lending and investment opportunities from time to time, thereby limiting our ability to identify
and originate or acquire loans or make investments that are consistent with our investment objectives. We cannot assure you that the
competitive pressures we face will not have a material adverse effect on our business, financial condition and results of operations.

Risks
Related to Our Company

We
are an early-stage start-up with no operating history, and we may never become profitable.

We
do not expect to be profitable for the foreseeable future. If we are unable to obtain or maintain profitability, we will not be able
to attract new purchasers of our USA Real Estate Bonds, compete, or maintain operations.

Our
management has raised substantial doubt about our ability to continue as a going concern
and our independent registered public accounting firm has included an explanatory paragraph relating
to our ability to continue as a going concern in its audit report with respect to our audited financial statements for the period
from August 3, 2021 (inception) to December 31, 2021 and the year ended December 31, 2022.

We
are an early-stage start-up with no operating history, and we may never become profitable. Our management has raised substantial doubt
about our ability to continue as a going concern and our independent registered public accounting firm has included an explanatory paragraph
in their opinion on our audited financial statements for the period from August 3, 2021 (inception) to December 31, 2021 and the year
ended December 31, 2022, that states that there is a substantial doubt about our ability to continue as a going concern. The accompanying
financial statements have been prepared assuming that we will continue as a going concern. There is substantial doubt about our ability
to continue as a going concern. No assurances can be given that we will generate sufficient revenue or obtain necessary financing to
continue as a going concern. No assurances can be given that we will achieve success in selling the USA Real Estate Bonds.

If
we do not raise sufficient funds in this offering or if our shareholders and/or affiliates of our shareholders decline to make advances
to us we will not be able to implement our business plan.

We
have not generated any revenues and we are dependent on the proceeds from this offering to provide funds to implement our business model.
Given the uncertainty of the amount of USA Real Estate Bonds that we will sell makes it difficult to predict our planned operations.
Until sufficient proceeds have been received by us from the sale of USA Real Estate Bonds we will rely on advances from our shareholders
and/or affiliates of our shareholders as to which we have no assurances. Our shareholders and/or affiliates of our shareholders are not
obligated to provide advances to us and there are no assurances that we will be successful in raising proceeds in this offering. The
Company has entered into an oral agreement with a lender (the “Lender”), an affiliate of Richard Meruelo who is currently
a 33% shareholder of the Company, to reimburse the Lender for advances made to the Company by the Lender for initial organizational and
offering expenses. Such reimbursement is to be made by the Company as cash becomes available to the Company and such reimbursement is
planned to be made using a portion of the proceeds of this offering as described in the Use of Proceeds section of this Offering Circular.
As of March 28, 2023, advances to the Company by the Lender totaled $496,747. These advances have no maturity date or interest
rate. If we do not raise sufficient funds in this offering or if our shareholders and/or affiliates of our shareholders decline to make
advances to us we will not be able to implement our business plan, or may have to cease operations altogether.

We
may need to raise additional capital that may not be available, which could harm our business.

We
attempted to estimate our funding requirements in order to implement our business plans. If the costs of implementing such plans should
exceed these estimates significantly or if we come across opportunities to grow through expansion plans which cannot be predicted at
this time, and our funds generated from our operations prove insufficient for such purposes, we may need to raise additional funds to
meet these funding requirements.

These
additional funds may be raised by issuing equity or debt securities or by borrowing from banks or other resources. We cannot assure you
that we will be able to obtain any additional financing on terms that are acceptable to us, or at all. If adequate capital is not available
or the terms of such capital are not attractive, we may have to curtail our growth and our business, and our business, prospects, financial
condition and results of operations could be adversely affected. Such financing even if obtained, may be accompanied by conditions that
limit our ability to pay dividends or require us to seek lenders’ consent for payment of dividends, or restrict our freedom to
operate our business by requiring lender’s consent for certain corporate actions.

We
have no operating history in an evolving industry, which makes it difficult to evaluate our future prospects and may increase the risk
that we will not be successful.

We
have no operating history in an evolving industry that may not develop as expected. Assessing our business and future prospects is challenging
in light of the risks and difficulties we may encounter. These risks and difficulties include our ability to:

We
may not be able to successfully address these risks and difficulties, which could harm our business and cause our operating results to
suffer.

If
the information provided by borrowers is incorrect or fraudulent, we may misjudge a customer’s qualification to receive a loan,
and our operating results may be harmed.

Although
a part of our loan decisions is based on valuations of the real estate underlying the loans, our decisions are based partly on information
provided to us by loan applicants. To the extent that these applicants provide information to us in a manner that we are unable to verify,
we may not be able to accurately assess the associated risk. In addition, data provided by third-party sources is a significant component
of our underwriting process, and this data may contain inaccuracies. Inaccurate analysis of credit data that could result from false
loan application information could harm our reputation, business, and operating results.

Our
risk management efforts may not be effective.

We
could incur substantial losses, and our business operations could be disrupted if we are unable to effectively identify, manage, monitor,
and mitigate financial risks, such as credit risk, interest rate risk, liquidity risk, and other market-related risk, as well as operational
risks related to our business, assets, and liabilities. To the extent our models used to assess the creditworthiness of potential borrowers
do not adequately identify potential risks, the risk profile of such borrowers could be higher than anticipated. Our risk management
policies, procedures, and techniques may not be sufficient to identify all of the risks we are exposed to, mitigate the risks that we
have identified, or identify concentrations of risk or additional risks to which we may become subject in the future.

We
will rely on various referral sources and other borrower lead generation sources, including lending platforms.

Unlike
banks and other larger competitors with significant resources, we intend to rely on our smaller-scale marketing efforts, affinity groups,
partners, and loan referral services to acquire borrowers. We do not have exclusive rights to referral services, and we cannot control
which loans or the volume of loans we are sent. In addition, our competitors may enter into exclusive or reciprocal arrangements with
their own referral services, which might significantly reduce the number of mortgage borrowers we are referred. Any significant reduction
in mortgage borrower referrals could have an adverse impact on our loan volume, which will have a correspondingly adverse impact on our
operations and our company.

A
significant disruption in our computer systems or a cybersecurity breach could adversely affect our operations.

We
rely extensively on our computer systems to manage our loan origination and other processes. Our systems are subject to damage or interruption
from power outages, computer and telecommunications failures, computer viruses, cyber security breaches, vandalism, severe weather conditions,
catastrophic events and human error, and our disaster recovery planning cannot account for all eventualities. If our systems are damaged,
fail to function properly or otherwise become unavailable, we may incur substantial costs to repair or replace them, and may experience
loss of critical data and interruptions or delays in our ability to perform critical functions, which could adversely affect our business
and results of operations. Any compromise of our security could also result in a violation of applicable privacy and other laws, significant
legal and financial exposure, damage to our reputation, loss or misuse of the information and a loss of confidence in our security measures,
which could harm our business.

Our
ability to protect the confidential information of our borrowers and investors may be adversely affected by cyber-attacks, computer viruses,
physical or electronic break-ins or similar disruptions.

We
process certain sensitive data from our borrowers and investors. While we have taken steps to protect confidential information that we
receive or have access to, our security measures could be breached. Any accidental or willful security breaches or other unauthorized
access to our systems could cause confidential borrower and investor information to be stolen and used for criminal purposes. Security
breaches or unauthorized access to confidential information could also expose us to liability related to the loss of the information,
time-consuming and expensive litigation and negative publicity. If security measures are breached because of third-party action, employee
error, malfeasance or otherwise, or if design flaws in our software are exposed and exploited, our relationships with borrowers and investors
could be severely damaged, and we could incur significant liability.

Because
techniques used to sabotage or obtain unauthorized access to systems change frequently and generally are not recognized until they are
launched against a target, we may be unable to anticipate these techniques or to implement adequate preventative measures. In addition,
federal regulators and many federal and state laws and regulations require companies to notify individuals of data security breaches
involving their personal data. These mandatory disclosures regarding a security breach are costly to implement and often lead to widespread
negative publicity, which may cause borrowers and investors to lose confidence in the effectiveness of our data security measures. Any
security breach, whether actual or perceived, would harm our reputation, we could lose borrowers and investors and our business and operations
could be adversely affected.

Any
significant disruption in service on our platform or in our computer systems, including events beyond our control, could prevent us from
processing or posting payments on loans, reduce the attractiveness of our marketplace and result in a loss of borrowers or investors.

In
the event of a system outage and physical data loss, our ability to perform our servicing obligations, process applications or make loans
available would be materially and adversely affected. The satisfactory performance, reliability and availability of our technology are
critical to our operations, customer service, reputation and our ability to attract new and retain existing borrowers and investors.

Any
interruptions or delays in our service, whether as a result of third-party error, our error, natural disasters or security breaches,
whether accidental or willful, could harm our relationships with our borrowers and investors and our reputation. Additionally, in the
event of damage or interruption, our insurance policies may not adequately compensate us for any losses that we may incur. Our disaster
recovery plan has not been tested under actual disaster conditions, and we may not have sufficient capacity to recover all data and services
in the event of an outage. These factors could prevent us from processing or posting payments on the loans, damage our brand and reputation,
divert our employees’ attention, reduce our revenue, subject us to liability and cause borrowers and investors to abandon our marketplace,
any of which could adversely affect our business, financial condition and results of operations.

We
contract with third parties to provide services related to our online web lending and marketing, as well as systems that automate the
servicing of our loan portfolios. While there are material cybersecurity risks associated with these services, we require that our vendors
provide industry-leading encryption, strong access control policies, systematic methods for testing risks and uncovering vulnerabilities,
and industry compliance audits to ensure data and assets are protected. To date, we have not experienced any cyber incidents that were
material, either individually or in the aggregate.

If
our estimates of loan receivable losses are not adequate to absorb actual losses, our provision for loan receivable losses would increase,
which would adversely affect our results of operations.

We
maintain an allowance for loans receivable losses. To estimate the appropriate level of allowance for loan receivable losses, we consider
known and relevant internal and external factors that affect loan receivable collectability, including the total amount of loan receivables
outstanding, historical loan receivable charge-offs, our current collection patterns, and economic trends. If customer behavior changes
as a result of economic conditions and if we are unable to predict how the unemployment rate, housing foreclosures, and general economic
uncertainty may affect our allowance for loan receivable losses, our provision may be inadequate. Our allowance for loan receivable losses
is an estimate, and if actual loan receivable losses are materially greater than our allowance for loan receivable losses, our financial
position, liquidity, and results of operations could be adversely affected.

We
will face increasing competition of other real estate lenders and, if we do not compete effectively, our operating results could be harmed.
Many of our competitors have significantly more resources and greater brand recognition than we do and may be able to attract borrowers
more effectively than we do.

We
compete with other companies that make real estate loans. If we are not able to compete effectively with our competitors, our operating
results could be harmed. When new competitors seek to enter one of our markets, or when existing market participants seek to increase
their market share, they sometimes undercut the pricing and/or credit terms prevalent in that market, which could adversely affect our
market share or ability to explore new market opportunities. Our pricing and credit terms could deteriorate if we act to meet these competitive
challenges. Further, to the extent that the fees we pay to our strategic partners and borrower referral sources are not competitive with
those paid by our competitors, whether on new loans or renewals or both, these partners and sources may choose to direct their business
elsewhere. All of the foregoing could adversely affect our business, results of operations, financial condition, and future growth.

We
may rely on certain third-party service providers to operate our business. Any disruption in services from these service providers, could
interrupt or delay our ability to operate our business.

We
may use third-party service providers to originate (loan underwriting) and service our real estate loans. Therefore, our loan origination
and servicing significantly depend on the operations of these service providers. If there are any lapses of service, we could experience
lengthy interruptions in our loan origination and servicing as well as delays and additional expenses in arranging new service providers
and services, which could materially adversely affect our business.

The
collection, processing, storage, use, and disclosure of personal data could give rise to liabilities as a result of governmental regulation,
conflicting legal requirements, or differing views of personal privacy rights.

We
receive, collect, process, transmit, store, and use a large volume of personally identifiable information and other sensitive data from
borrowers and purchasers of the USA Real Estate Bonds and services. There are federal, state, and foreign laws regarding privacy, recording
telephone calls, and the storing, sharing, use, disclosure, and protection of personally identifiable information and sensitive data.
Specifically, personally identifiable information is increasingly subject to legislation and regulations to protect the privacy of personal
information that is collected, processed, and transmitted. Any violations of these laws and regulations may require us to change our
business practices or operational structure, address legal claims, and sustain monetary penalties, or other harms to our business.

The
regulatory framework for privacy issues in the United States and internationally is constantly evolving and is likely to remain uncertain
for the foreseeable future. The interpretation and application of such laws is often uncertain, and such laws may be interpreted and
applied in a manner inconsistent with other binding laws or with our current policies and practices. If either we or our third-party
service providers are unable to address any privacy concerns, even if unfounded, or to comply with applicable laws and regulations, it
could result in additional costs and liability, damage our reputation, and harm our business.

We
are reliant on the efforts of Dania Echemendia and Andrew Murray.

We
rely on our management team and need additional key personnel to grow our business, and the loss of key employees or inability to hire
key personnel could harm our business. We believe our success has depended, and continues to depend, on the efforts and talents of our
executive officers, Dania Echemendia and Andrew Murray have expertise that could not be easily replaced if we were to lose any or all
of their services.

Officers
and directors of the Company will have other business interests and obligations to other entities.

The
Company and/or its respective affiliates, shareholders, members, partners, managers, directors, officers and employees will devote as
much time to our affairs as is reasonably required in the judgment of the Company as applicable. Such affiliates, shareholders, members,
partners, managers, directors, officers and employees will not be precluded from engaging directly or indirectly in any other business
or other activity, including exercising investment advisory and management responsibility and funding, acquiring, originating, or otherwise
transacting in loans, securities and other investments for their own accounts, for the accounts of family members, and for the accounts
of future offerings.

None
of the officers and directors of the Company will be required to manage the Company as their sole and exclusive function and they may
have other business interests and may engage in other activities in addition to those relating to the Company, provided that such activities
do not otherwise breach their agreements with the Company. We are dependent on these persons to successfully operate the Company. Their
other business interests and activities could divert time and attention from operating the Company.

We
could be materially and adversely affected if we are deemed to be an investment company under the Investment Company Act.

We
rely on the exception from the Investment Company Act set forth in Section 3(c)(5)(C) of the Investment Company Act, which excludes from
the definition of investment company “any person who is not engaged in the business of issuing redeemable securities, face-amount
certificates of the installment type or periodic payment plan certificates, and who is primarily engaged in one or more of the following
businesses… (C) purchasing or otherwise acquiring mortgages and other liens on and interests in real estate.” The SEC Staff
generally requires that, for the exception provided by Section 3(c)(5)(C) to be available, at least 55% of an entity’s assets be
comprised of mortgages and other liens on and interests in real estate, also known as “qualifying interests,” and at least
another 25% of the entity’s assets must be comprised of additional qualifying interests or real estate-type interests (with no
more than 20% of the entity’s assets comprised of miscellaneous assets). We intend to acquire assets with the proceeds of this
offering in satisfaction of such SEC requirements to fall within the exception provided by Section 3(c)(5)(C). Notwithstanding, it is
possible that the staff of the SEC could disagree with any of our determinations. If the staff of the SEC were to disagree with our analysis
under the Investment Company Act, we would need to adjust our investment strategy. Any such adjustment in our strategy could have a material
adverse effect on us. If we are deemed to be an investment company, we may be required to register as an investment company if we are
unable to dispose of the disqualifying assets, which could have a material adverse effect on us.

Registration
under the Investment Company Act would require us to comply with a variety of substantive requirements that impose, among other things:

If
we were required to register as an investment company but failed to do so, we could be prohibited from engaging in our business, and
criminal and civil actions could be brought against us. Registration with the SEC as an investment company would be costly, would subject
us to a host of complex regulations and would divert attention from the conduct of our business, which could materially and adversely
affect us. In addition, we would no longer be eligible to offer our securities under Regulation A of the Securities Act if we were required
to register as an investment company.

Compliance
with Regulation A and reporting to the SEC could be costly.

Compliance
with Regulation A could be costly and requires legal and accounting expertise. We are required to file an annual report on Form
1-K, a semi-annual report on Form 1-SA, and current reports on Form 1-U.

Our
legal and financial staff may need to be increased in order to comply with Regulation A. Compliance with Regulation A will also require
greater expenditures on outside counsel, outside auditors, and financial printers in order to remain in compliance. Failure to remain
in compliance with Regulation A may subject us to sanctions, penalties, and reputational damage and would adversely affect our results
of operations.

We
are required to publicly report on an ongoing basis under the reporting rules set forth in Regulation A for Tier 2 issuers. Therefore,
we are subject to ongoing public reporting requirements that are less rigorous than Exchange Act rules for companies that are
not “emerging growth companies,” and our investors could receive less information than they might expect to receive from
exchange traded public companies.

We
are required to publicly report on an ongoing basis under the reporting rules set forth in Regulation A for Tier 2 issuers. The
ongoing reporting requirements under Regulation A are more relaxed than for “emerging growth companies” under the Exchange
Act. The differences include, but are not limited to, being required to file only annual and semi-annual reports, rather than annual
and quarterly reports. Annual reports are due within 120 calendar days after the end of the issuer’s fiscal year, and semi-annual
reports are due within 90 calendar days after the end of the first six months of the issuer’s fiscal year. Therefore, our investors
could receive less information than they might expect to receive from exchange traded public companies.

Fluctuations
in interest rates and credit spreads could reduce our ability to generate income on our loans and other investments, which could lead
to a significant decrease in our results of operations, cash flows and the market value of our investments.

Our
primary interest rate exposures relate to the yield on our loans and other investments and the financing cost of our debt. Changes in
interest rates and credit spreads may affect our net income from loans and investments, which is the difference between the interest
and related income we earn on our interest-earning investments and the interest and related expense we incur in financing these investments.
Interest rate and credit spread fluctuations resulting in our interest and related expense exceeding interest and related income would
result in operating losses for us. Changes in the level of interest rates and credit spreads also may affect our ability to make loans
or investments, the value of our loans and investments and our ability to realize gains from the disposition of assets. Increases in
interest rates and credit spreads may also negatively affect demand for loans and could result in higher borrower default rates.

Our
operating results depend, in part, on differences between the income earned on our investments, net of credit losses, and our financing
costs. The yields we earn on our loans and our borrowing costs tend to move in the same direction in response to changes in interest
rates. However, one can rise or fall faster than the other, causing our net interest margin to expand or contract. In addition, we could
experience reductions in the yield on our investments and an increase in the cost of our financing. Although we seek to match the terms
of our liabilities to the expected lives of loans that we originate, circumstances may arise in which our liabilities are shorter in
duration than our assets, resulting in their adjusting faster in response to changes in interest rates. For any period during which our
investments are not match-funded, the income earned on such investments may respond more slowly to interest rate fluctuations than the
cost of our borrowings. Consequently, changes in interest rates, particularly short-term interest rates, may immediately and significantly
decrease our results of operations and cash flows and the market value of our investments. In addition, unless we enter into hedging
or similar transactions with respect to the portion of our assets that we fund using our balance sheet, returns we achieve on such assets
will generally increase as interest rates for those assets rise and decrease as interest rates for those assets decline.

You
will have no control over changes in our policies and day-to-day operations, which lack of control increases the uncertainty and risks
you face as an investor in the USA Real Estate Bonds. In addition, management may change our major operational policies without your
approval.

Our
management determines our major policies, including our policies regarding financing, growth, debt capitalization, and distributions.
Our management may amend or revise these and other policies without your approval. As a bond holder, you will have no rights under the
bylaws of our company.

Our
management is responsible for the day-to-day operations of our company and the selection and management of investments and has broad
discretion over the use of proceeds from this offering. Accordingly, you should not purchase USA Real Estate Bonds unless you are willing
to entrust all aspects of the day-to-day management and the selection and management of investments to the management.

Bondholders
will have no right to remove our management or otherwise change our management, even if we are underperforming and not attaining our
investment objectives.

Only
the equity holders of our company will have the right to remove our management. Bondholders will have no rights in our management and
will have no ability to remove our management.

Our
management and its executive officers will have limited liability for, and will be indemnified and held harmless from, the losses of
our company.

Our
management and their agents and assigns will not be liable for, and will be indemnified and held harmless (to the extent of our company’s
assets) from any loss or damage incurred by them, our company or the members in connection with the business of our company resulting
from any act or omission performed or omitted in good faith, which does not constitute fraud, willful misconduct, gross negligence or
breach of fiduciary duty.

The
Company has applied to the government of Puerto Rico for treatment under the Puerto Rico New Incentive Code Act 60-2019 (“Act 60”)
however there can be no assurance that such application will be granted as planned, or at all. Additionally, even if approved, changes
to Act 60 in the future could make the Company ineligible for Act 60.

The
Company has applied to the government of Puerto Rico for treatment under the Puerto Rico New Incentive Code Act 60-2019 (“Act 60”).
In general, Act 60 compiled into a single code many of the Puerto Rico tax incentives laws used to promote the island’s economic
development, with some modifications. For example, Chapter 2 of Act 60 for Individual Investors provides 100% tax exemption from Puerto
Rico income taxes on all interest and dividend income and on certain capital gains realized and accrued after such individual becomes
a bona fide resident of Puerto Rico. Chapter 2 applies to any individual investor who becomes a Puerto Rico resident (“Individual
Investor”) on or before the taxable year ending on December 31, 2035, provided that the individual was not a resident of Puerto
Rico at any time from January 17, 2006 to January 17, 2012. A Puerto Rico resident is an individual who is domiciled in Puerto Rico.
Physical presence in Puerto Rico for a minimum period of 183 days during the taxable year will create a presumption of residence in Puerto
Rico for Puerto Rico income tax purposes. Determination of residency is essential since a bonafide resident of Puerto Rico is taxed on
the island of Puerto Rico on their worldwide income. A non-resident is taxed only on their Puerto Rico source income, which would be
the portion of income earned for the services performed in Puerto Rico.

Additionally,
Chapter 3 of Act 60, creates an opportunity for investors to engage in business activities in Puerto Rico for customers located
outside Puerto Rico with very low taxes, if properly structured. In addition, Act 60 provides that the grant will be considered a
contract between the entity and the Government of Puerto Rico, so that it cannot be modified unilaterally and should not be impacted
by amendments to Act 60 enacted after the grant is issued. All tax incentives requests are reviewed by the Director of
Incentives and the Secretary of the Department of Development and Commerce of Puerto Rico (“DDEC”). The Secretary of the
DDEC may deny any request when he determines that the concession does not result in the best economic and social interests of Puerto
Rico. In case of denial, the Secretary of the DDEC will issue an electronic notification to the applicant with a brief explanation
of the reasons for their denial and warning of the rights and processes allowed under Act 60 for a request for reconsideration. The
applicant, after being notified electronically of the denial, may request the Secretary of the DDEC, a reconsideration within twenty
(20) business days.

The
Company’s application for Act 60 is currently in process, and may not ever be approved and therefore the foregoing potential tax
benefits would not be available to the Company or its investors. Further, even if the Company’s Act 60 application is approved,
there could be changes to Act 60 in the future that would make the Company ineligible for Act 60 and would cause a negative effect on
the Company and potential tax consequences to the Company’s investors who are residents of Puerto Rico.

We cannot guarantee the potential beneficial
tax attributes of ownership of the Bonds issued by the Company, a company applying to be a Puerto Rico Act 60 company.

The Internal Revenue Code
of Puerto Rico (the “PR Code”) addresses various tax matters for non-resident alien individuals and gross income from sources
within Puerto Rico and bonds owned by these individuals. Pursuant to Section 1091.01(a)(1)(A) of the PR Code, a 29% of income tax withholding
from some sources of income arising from business in Puerto Rico shall be imposed on all foreign individuals that are non-residents of
Puerto Rico (nonresident alien individuals) and that are not engaged in trade business within Puerto Rico. However, in the case of interest
in bonds, Section 1091.01 (a) (1) (A) (i) of the PR Code only mentions the “interests received by a Related Person” as originating
from sources within Puerto Rico.

“Nonresident alien individual”
is defined by Section 1010.01 (a) of the PR Code as an individual who is not a citizen of the United States and who is not a resident
of Puerto Rico.

“Related Person”
is defined by Section 1010.05 (a)(1) of the PR Code and shall be considered as a taxpayer’s ‘related party’ if such
person is:

Moreover, Section 1062.08
(a)(5)(E) of the PR Code indicates that in the case of interest received by a nonresident alien, the obligation to deduct and withhold
an amount equal to 29% of said interest shall apply only if said individual is a related person (as defined in Section1010.05) of the
debtor from obligation. Similarly, in the case of corporations and entities not engaged in industry or business in Puerto Rico, Section
1062.11 (a) (4) of the PR Code indicates that the obligation to deduct and withhold an amount equal to 29% of said interests shall apply
if the corporation or entity is a person related to the payer.

The PR Code thus indicates
that any interest payment received by a non-resident alien (non-US taxpayer) of an unrelated payer will not be considered from sources
within Puerto Rico and will not be subject to the 29% withholding. The PR Code also indicates that this interest payment received by
a non-resident alien (non-US taxpayer) is not subject to United States or Puerto Rico income taxes.

The PR Code also addresses
various tax matters for USA citizens and gross income from sources within Puerto Rico and bonds owned by these individuals. Pursuant
to Section 1062.08 (a)(1)(A)(ii), there is a requirement to withhold an amount equal to twenty percent (20%) from any interest, dividends,
rents or royalties, salaries, wages, annuities, compensations, remunerations, emoluments, distributions made from sources of Puerto Rico
thereof if the receiver is a United States citizen.

Nonetheless, Section 1035.01
(a)(1)(G) (a) excludes from the interests that are considered as sources of Puerto Rico the “Interests on bonds, notes, or other
interest-bearing obligation or obligations that accrue interests from individuals who are United States citizens nonresidents of Puerto
Rico”. Therefore, such interests will be considered arising from sources outside of Puerto Rico.

The PR Code thus indicates
that these interests, not being considered a source from Puerto Rico and paid to a nonresident, would cause the interest from a bond
owned by a USA citizen to not be subject to the 20% withholding obligation imposed by Section 1062.08 (a) (1) (A) (ii) on the United
States citizens.

The Company has not been provided
tax opinions on these tax matters by either tax attorneys or tax accountants. Accordingly, the tax-related information preceding is not
to be considered tax advice by the Company. Potential investors in the Bonds are directed to seek independent tax advice by their own
tax attorneys or tax accountants.

The Company is an early stage company with
a limited accounting staff and has limited internal accounting control procedures.

The Company’s internal control procedures
are being developed and being implemented over time as the Company has limited resources currently. This could lead to less robust internal
controls that would otherwise exist at larger and more mature companies. Additionally, if we are unable to effectively implement our
internal control procedures, investors may lose confidence in the accuracy and completeness of our financial reports. We also could become
subject to investigations by the stock exchange on which any of our securities may become listed, or the Securities and Exchange Commission,
or other regulatory authorities, which could require additional financial and management resources.

Risks
Related to USA Real Estate Bonds and this Offering

The
characteristics of the USA Real Estate Bonds, including a long-term maturity date, interest rate, lack of collateral security or guarantee,
and lack of liquidity, may not satisfy your investment objectives.

The
USA Real Estate Bonds may not be a suitable investment for you, and we advise you to consult your investment, tax and other professional
financial advisors prior to purchasing USA Real Estate Bonds. The characteristics of the notes, including long-term maturity date, interest
rate, lack of collateral security or guarantee, and lack of liquidity, may not satisfy your investment objectives. The USA Real Estate
Bonds may not be a suitable investment for you based on your ability to withstand a loss of interest or principal or other aspects of
your financial situation, including your income, net worth, financial needs, investment risk profile, return objectives, investment experience
and other factors. Prior to purchasing any USA Real Estate Bonds, you should consider your investment allocation with respect to the
amount of your contemplated investment in the USA Real Estate Bonds in relation to your other investment holdings and the diversity of
those holdings.

Our
lack of operating history makes it difficult for you to evaluate this investment.

We
are a recently formed entity with no operating history and may not be able to successfully operate our business or achieve our investment
objectives. We may not be able to conduct our business as described in our plan of operation.

Holders
of USA Real Estate Bonds are exposed to the credit risk of our company.

USA
Real Estate Bonds are our full and unconditional obligations. If we are unable to make payments required by the terms of the notes, you
will have an unsecured claim against us. USA Real Estate Bonds are therefore subject to non-payment by us in the event of our bankruptcy
or insolvency. In an insolvency proceeding, there can be no assurances that you will recover any remaining funds. Moreover, your claim
may be subordinate to that of any senior creditors and any secured creditors to the extent of the value of their security.

The
USA Real Estate Bonds are unsecured obligations.

The
USA Real Estate Bonds do not represent an ownership interest in any specific Company loans or investments, their proceeds, or their assets.
The USA Real Estate Bonds are unsecured general obligations of the Company only and not any Company borrower. The USA Real Estate Bonds
will be general unsecured obligations, and will rank equally with all of our other unsecured debt unless such debt is senior to or subordinate
to the USA Real Estate Bonds by their terms. We may issue secured debt in our sole discretion without notice to or consent from the holders
of USA Real Estate Bonds. Therefore, as unsecured obligations, there is no security to be provided to the holders of the USA Real Estate
Bonds.

You
will not have the opportunity to evaluate our loans and investments before we originate them, and we may make loans and investments that
would have changed your decision as to whether to invest in the USA Real Estate Bonds.

As
of the date of this offering circular, we own no assets. We are not able to provide you with information to evaluate our future loans
and investments. We will seek to invest substantially all of the offering proceeds available for investment, after the payment of commissions,
fees and expenses, in the origination of loans and investing in debt and related instruments supported by commercial real estate in the
U.S. We have established criteria for evaluating potential investments. However, you will be unable to evaluate the transaction terms
or data concerning the investments before we make investments. You will be relying entirely on the ability of our management team to
identify suitable investments and propose transactions for our management to oversee and approve. These factors increase the risk that
we may not generate the returns that you seek by investing in the USA Real Estate Bonds.

The
USA Real Estate Bonds will be effectively subordinated to any of our debt that is secured and subordinated to our existing and future
unsecured bank debt.

The
USA Real Estate Bonds will be our unsecured, unguaranteed obligations and will be effectively junior to any of our current or future
secured debt obligations, to the extent of the value of any assets securing such debt, as well as subordinate to our existing and future
unsecured bank debt. The effect of this subordination is that if we are involved in a bankruptcy, liquidation, dissolution, reorganization
or similar proceeding, or upon a default in payment on, or the acceleration of, any of our secured debt, if any, or unsecured bank debt,
if any, our assets will be available to pay obligations on the USA Real Estate Bonds only after all debt under our secured debt, if any,
and unsecured bank debt, if any, has been paid in full from those assets. As of March 28, 2023, we had no secured indebtedness
or unsecured bank debt outstanding. Holders of the USA Real Estate Bonds will participate in any remaining assets ratably with all of
our other unsecured and unsubordinated creditors, including trade creditors. We may not have sufficient assets remaining to pay amounts
due on any or all of the USA Real Estate Bonds then outstanding.

There
is no public market for USA Real Estate Bonds, and none is expected to develop.

USA
Real Estate Bonds are newly issued securities. Although under Regulation A the securities are not restricted, USA Real Estate Bonds are
still highly illiquid securities. No public market has developed nor is expected to develop for USA Real Estate Bonds, and we do not
intend to list USA Real Estate Bonds on a national securities exchange or interdealer quotational system. You should be prepared to hold
your USA Real Estate Bonds as USA Real Estate Bonds are expected to be highly illiquid investments.

Holders
of the USA Real Estate Bonds will have no voting rights.

Holders
of the USA Real Estate Bonds will have absolutely no direct interest, control, voting rights or involvement in our business, affairs
or governance or those of our affiliates. The USA Real Estate Bonds do not carry any voting rights and therefore the holders of the USA
Real Estate Bonds will not be able to vote on any matters regarding the operation of the Company. As a bondholder purchaser in this offering
will have no right to vote upon or receive notice of any corporate actions we may undertake which you might otherwise have if you owned
equity in our Company. Each prospective investor should understand that additional related party transactions that are not described
in this offering circular or currently contemplated by us may occur in the future. All prospective investors are strongly encouraged
to consult their own independent legal counsel to review and advise them with respect to this offering.

You
will not be investing in the common stock of the Company or any of its affiliates or any of their respective loans or investments.

By
investing in the USA Real Estate Bonds, you will not be investing in the common stock of the Company or any of its affiliates or any
of their respective loans or investments.

The
management’s conflicts of interest may result in transactions unfavorable to the Company and transactions with affiliated entities
may be on less favorable terms possibly causing the Company to lose money.

The
officers, directors, shareholders and other affiliates of the Company may provide certain services to, and enter into transactions with,
the Company, provided that the terms are commercially reasonable. This limitation may not fully protect the Company against the inherent
conflicts of interest in these transactions. The Company may extend loans to companies having an affiliation or ownership interest by
officer’s or shareholders. The transactions have not been, and will not be, subject to review by the noteholders or an independent
party. The transactions’ terms might not be as favorable to the Company as they would have been if the transaction had been with
unrelated third parties. Moreover, the Company will not ask any third party to oversee the quality of the services that will be provided
by the affiliates of the Company. In addition, management will be subject to potential conflicts of interest when choosing between investment
opportunities for affiliated entities. Furthermore, transactions with affiliated entities will not be executed at arms-length and therefore
may be on terms less favorable than terms market conditions would allow for, possibly causing the company to lose money.

The
Board of Directors, which has complete control over the Company, does not have a majority of independent directors and the Board of Directors
has not voluntarily implemented various corporate governance measures, in the absence of which bondholders may have more limited protections
against interested director transactions, conflicts of interest and similar matters.

The
Board of Directors, which has complete control over the Company, does not have a majority of independent directors and the Board of Directors
has not voluntarily implemented various corporate governance measures, in the absence of which bondholders may have more limited protections
against interested director transactions, conflicts of interest and similar matters.

Federal
legislation, including the Sarbanes-Oxley Act of 2002, as amended (“the “Sarbanes-Oxley Act”), has resulted in the
adoption of various corporate governance measures designed to promote the integrity of the corporate management and the securities markets.
Some of these measures have been adopted in response to legal requirements. Others have been adopted by companies in response to the
requirements of national securities exchanges, such as the NYSE or the NASDAQ Stock Market, on which their securities are listed. Among
the corporate governance measures that are required under the rules of national securities exchanges are those that address board of
directors’ independence, audit committee oversight, and the adoption of a code of ethics. The Board of Directors, that has complete
control over the Company, has not yet adopted any of these other corporate governance measures and since our securities are not yet listed
on a national securities exchange, we are not required to do so. Our Board of Directors is comprised of non-independent directors. As
a result, our Board of Directors does not have independent directors.

The
Board of Directors has not adopted corporate governance measures such as an audit or other independent committee (such as a compensation
committee or corporate governance and nominating committee) of the Board of Directors, as the Board of Directors presently does not have
independent directors on the Board of Directors. If the Board of Directors expands its board membership in future periods to include
additional independent directors, the Board of Directors may seek to establish an audit and other committee of its Board of Directors.
It is possible that if the Board of Directors included independent directors and if the Board of Directors were to adopt some or all
of these corporate governance measures, equity holders would benefit from somewhat greater assurance that internal corporate decisions
were being made by disinterested directors and that policies had been implemented to define responsible conduct. For example, at present
in the absence of audit, nominating and compensation committees comprised of at least a majority of independent directors, decisions
concerning matters such as compensation packages or employment contracts to our officers are made by managers who have an interest in
the outcome of the matters being decided.

However,
as a general rule, the Board of Directors, in making its decisions, determines first that the terms of such transaction are no less favorable
to us than those that would be available to us with respect to such a transaction from unaffiliated third parties. The Board of Directors
executes the transaction between executive officers and the Company once approved by the Board of Directors.

There is a risk that our website will
not be able to handle a large number of investors requesting the Offering Statement for this offering.

Although our website to be used for requesting
the Offering Statement in this offering (the “Platform”) has been designed to handle numerous such requests and
prospective investors, we cannot predict the response of the Platform to any particular request pursuant to this offering
circular. You should be aware that if a large number of investors try to access the Platform at the same time, there may be a delay in
receiving and/or processing your request. You should also be aware that general communications and internet delays or failures
unrelated to the Platform, as well as website capacity limits or failures may prevent requests from being received on a timely
basis by the Platform. We cannot guarantee you that any of your requests will be received or processed during the offering
process.

There
is a risk that the USA Real Estate Website may be hacked.

We
receive, collect, process, transmit, store, and use a large volume of personally identifiable information and other sensitive data from
borrowers and purchasers of the USA Real Estate Bonds on the USA Real Estate Website. There is a risk that the USA Real Estate Website may be hacked. Ownership of the USA
Real Estate Bonds will be in “book-entry” only form, meaning that no physical note is created and no physical certificate
will be issued. Evidence of your ownership is provided by written confirmation. Except under limited circumstances, holders will not
receive or be entitled to receive any physical delivery of a certificated security or negotiable instrument that evidences their USA
Real Estate Bonds. The issuance and transfer of USA Real Estate Bonds will be accomplished exclusively through the crediting and debiting
of the appropriate accounts in a book-entry registration and transfer system. The USA Real Estate Bonds will be issued and stored in
book-entry form either (i) recorded by the Transfer Agent and kept only on the books and records of Transfer Agent or (ii) held via Depository
Trust Company’s book-entry systems in the name of the DTC, or its nominee Cede & Co. for purchasers purchasing through DTC
participants. In today’s environment, cyberattacks are perpetrated by identity thieves, unscrupulous contractors and vendors, malicious
employees, business competitors, prospective insider traders and market manipulators, so-called “hacktivists,” terrorists,
state-sponsored actors and others. Many companies that utilize technology in the business operations, such as ours are subject to the
risk that they may be hacked. Even the most diligent cybersecurity efforts will not address all cyber risks that the Company faces. We
cannot assure you that we’ll be able to prevent any such hacks by third parties, and if we experience these hacks, the effects
would case an adverse effect on our business operations and will jeopardize the privacy of our users date, and can lead to us having
to cease operations altogether.

The
USA Real Estate Bond Holders may be subject to third party fees.

USA
Real Estate Bond investors are not charged a servicing fee for their investment, but you may be charged a transaction fee if your method
of payment requires us to incur an expense. The transaction fee will be equal to the amount that the Company will be charged by the payment
processor. Other financial intermediaries, however, if engaged by you, may charge you commissions or fees.

Because
the USA Real Estate Bonds will have no sinking fund, insurance, or guarantee, you could lose all or a part of your investment if we do
not have enough funds in the interest reserve fund and cash to pay.

Although
the Company will establish an interest reserve fund for the 7% USA Real Estate Bonds, timing of the funding will not be
immediate and the amounts funded will be limited. The Company will place in an interest reserve fund an amount equal to one
year’s interest payments up to a maximum of 7% of the total amount of the 7% USA Real Estate Bonds sold. The funding of
the interest reserve fund will begin in the month after the first anniversary of the first sale of the 7% USA Real Estate
Bonds and will equal 7% of the total amount of the 7% USA Real Estate Bonds sold up to that date. Additional funding amounts
into the interest reserve fund will occur every 3 months thereafter and will equal 7% of each incremental amount of additional the
7% USA Real Estate Bonds sold in the respective time period. The interest reserve fund will remain in place for a period of 5
years and then will be released to be used by the Company in its primary lending business or for general corporate and working
capital purposes. There will be no interest reserve fund established for the 12% USA Real Estate Bonds.

Other
than the limited funds in our interest reserve fund for the 7% USA Real Estate Bonds for the repayment of the principal and accrued
interest of bondholders, there is no sinking fund, insurance or guarantee of our obligation to make payments on the USA Real Estate Bonds.
Other than the limited contributions we will make to the interest reserve fund for the 7% USA Real Estate Bonds, we will not contribute
funds to a separate account, commonly known as a sinking fund, to make interest or principal payments on the USA Real Estate Bonds. The
USA Real Estate Bonds are not certificates of deposit or similar obligations of, and are not guaranteed or insured by, any depository
institution, the Federal Deposit Insurance Corporation, the Securities Investor Protection Corporation, or any other governmental or
private fund or entity. Therefore, if you invest in the USA Real Estate Bonds, you will have to rely only on the amount in our limited
interest reserve fund for the 7% USA Real Estate Bonds, our cash flow from operations and possible funding from our shareholders,
for repayment of principal and interest upon the maturity or demand for repayment of the 7% USA Real Estate Bonds. If the amount
in our interest reserve fund for the 7% USA Real Estate Bonds, cash flow from operations and possible funding from our shareholders,
are not sufficient to pay any amounts owed under the USA Real Estate Bonds, then you may lose all or part of your investment.

We
may not be able to meet all of the payment demands of the bondholders of the 7% USA Real Estate Bonds if a large number of bondholders
of the 7% USA Real Estate Bonds desires to be repaid or if we do not have the liquidity to meet such demands.

We
will use our commercially reasonable efforts to maintain sufficient cash reserves on hand and access to liquidity sources to honor repayment
demands of bondholders of the 7% USA Real Estate Bonds. However, in the event there are more demands for repayment of the 7%
USA Real Estate Bonds than our interest reserve fund and cash on hand available to meet, we may be delayed in the delivery of funds
and may be required to sell some of assets, which may take significant amounts of time and may yield less than is needed to meet our
obligations. The holders of the 12% USA Real Estate Bonds will not be able to demand repayment of the 12% USA Real Estate Bonds.

Because
we may repay the 7% USA Real Estate Bonds at any time after the second anniversary of the first sale of the 7% USA Real
Estate Bonds and we may repay the 12% USA Real Estate Bonds at any time after the second anniversary of the date of issuance of each
12% USA Real Estate Bond, you may be subject to reinvestment risk.

We
have the right to repay the 7% USA Real Estate Bonds at any time after the second anniversary of the first sale of the 7% USA
Real Estate Bonds and we may repay the 12% USA Real Estate Bonds at any time after the second anniversary of the date of issuance of
each 12% USA Real Estate Bond. The USA Real Estate Bonds would be repaid at 102% of the principal amount plus accrued but unpaid
interest up to but not including the redemption date. Any such repayment may have the effect of reducing the income or return on investment
that any investor may receive on an investment in the USA Real Estate Bonds by reducing the term of the investment. If this occurs, you
may not be able to reinvest the proceeds at an interest rate comparable to the rate paid on the USA Real Estate Bonds. See “Description
of the USA Real Estate Bonds – Redemption at the Option of the Company.”

Ratings
of the USA Real Estate Bonds may change after issuance and affect the marketability of the USA Real Estate Bonds.

We
currently expect that, upon issuance, the USA Real Estate Bonds will be rated by one or more rating agencies that we engage. However,
we are not currently seeking to engage any particular rating agency or agencies to rate the USA Real Estate Bonds. Ratings agencies of
debt assess creditworthiness of issuers of debt (specifically an issuer’s financial ability to make interest payments and repay
the loan in full at maturity) and assign ratings to the notes being offered. Such ratings are limited in scope, and do not address all
material risks relating to an investment in the USA Real Estate Bonds, but rather reflect only the view of each rating agency at the
time the rating is issued. There is no assurance that such credit ratings will be issued or remain in effect for any given period of
time or that such ratings will not be lowered, suspended or withdrawn entirely by the rating agencies. It is also possible that such
ratings may be lowered in connection with future events, such as future acquisitions. Any lowering, suspension or withdrawal of such
ratings may have an adverse effect on the marketability of the USA Real Estate Bonds. In addition, any decline in the ratings of the
USA Real Estate Bonds may make it more difficult for us to raise capital on acceptable terms.

By
purchasing USA Real Estate Bonds in this Offering, unless you opt-out in accordance with the terms of the USA Real Estate Bond Investor
Agreement, you are bound by the arbitration provisions contained in our USA Real Estate Bond Investor Agreement to be used for subscriptions
in this offering which limits your ability to bring class action lawsuits or seek remedies on a class basis and waives the right a trial
by jury.

By
purchasing USA Real Estate Bonds in this Offering, unless you opt-out in accordance with the terms of the USA Real Estate Bond Investor
Agreement, you agree to be bound by the arbitration, jury waiver and class action waiver provisions contained in Section XX of our Investor
Purchase Agreement to be used for subscriptions on this offering. Pursuant to the terms of the USA Real Estate Bond Investor Agreement,
the holders of USA Real Estate Bonds and the Company will agree to (i) resolve disputes of the holders of USA Real Estate Bonds through
binding arbitration or small claims court, instead of through courts of general jurisdiction or through a class action and (ii) waive
the right to a trial by jury and to participate in any class action, except in cases that involve personal injury. Pursuant to the terms
of the USA Real Estate Bond Investor Agreement, if a holder of USA Real Estate Bonds does not agree to the terms of the arbitration provision,
the holder of USA Real Estate Bonds may opt-out of the arbitration provision by sending an arbitration opt-out notice to the Company
within thirty (30) days of the holder’s first electronic acceptance of the USA Real Estate Bond Investor Agreement. If the opt-out
notice is not received within thirty (30) days, the holder of USA Real Estate Bonds will be deemed to have accepted all terms of the
arbitration provision, including the class action and jury waiver. If the investor opts out of the arbitration provision, the investor
has also opted out of the jury trial and class action waivers. As arbitration provisions in commercial agreements have generally been
respected by federal courts and local courts of Puerto Rico, we believe that the arbitration provision in the USA Real Estate Bond Investor
Agreement is enforceable under federal law and the laws of Puerto Rico. Although holders of USA Real Estate Bonds will be subject to
the arbitration provisions of the USA Real Estate Bond Investor Agreement, the arbitration provisions do not preclude holders of USA
Real Estate Bonds from pursuing claims under the U.S. federal securities laws in federal courts. THE ARBITRATION PROVISION OF THE USA
REAL ESTATE BOND INVESTOR AGREEMENT IS NOT INTENDED TO BE DEEMED A WAIVER BY ANY HOLDER OF USA REAL ESTATE BONDS OF THE COMPANY’S
COMPLIANCE WITH THE U.S. FEDERAL SECURITIES LAWS AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER. THE ARBITRATION PROVISION OF THE
USA REAL ESTATE BOND INVESTOR AGREEMENT DO NOT APPLY TO CLAIMS BROUGHT UNDER THE EXCHANGE ACT AND SECURITIES ACT.

The
USA Real Estate Bond Investor Agreement provides that, to the extent permitted by law, each party to the USA Real Estate Bond Investor
Agreement waives the right to a jury trial or class action of any claim they may have against us arising out of or relating to our USA
Real Estate Bonds or the USA Real Estate Bond Investor Agreement. If we were to oppose a jury trial or class action demand based on such
waiver, the court would determine whether the waiver was enforceable based upon the facts and circumstances of that case in accordance
with applicable state and federal law, including whether a party knowingly, intelligently and voluntarily waived the right to a jury
trial or class action. The bondholders of USA Real Estate Bonds will be subject to these provisions of the USA Real Estate Bond Investor
Agreement to the extent permitted by applicable law. THE WAIVER OF THE RIGHT TO A JURY TRIAL AND CLASS ACTION CONTAINED IN THE USA REAL
ESTATE BOND INVESTOR AGREEMENT IS NOT INTENDED TO BE DEEMED A WAIVER BY ANY HOLDER OF USA REAL ESTATE BONDS OF THE COMPANY’S COMPLIANCE
WITH THE U.S. FEDERAL SECURITIES LAWS AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER. THE JURY WAIVER AND CLASS ACTION WAIVER PROVISIONS
OF THE USA REAL ESTATE BOND INVESTOR AGREEMENT DO NOT APPLY TO CLAIMS BROUGHT UNDER THE EXCHANGE ACT AND SECURITIES ACT.

If
the investor opts out of the arbitration provision, the investor has also opted out of the jury trial and class action waivers. In the
event that an investor does not opt-out, as described above, the rights of the adverse bond holder to seek redress in court would be
severely limited. These restrictions on the ability to bring a class action lawsuit may result in increased costs and/or reduced remedies,
to individual investors who wish to pursue claims against the Company.

By
purchasing USA Real Estate Bonds in this Offering, you are bound by the fee-shifting provision contained in our Bylaws, which may discourage
you to pursue actions against us.

Section
9 of our Bylaws provides that “To the fullest extent permitted by law, in the event that (i) any current or prior stockholder or
anyone on their behalf (“Claiming Party”) initiates or asserts any claim or counterclaim (“Claim”) or joins,
offers substantial assistance to, or has a direct financial interest in any Claim against the Corporation and/or any Director, Officer,
Employee or Affiliate, and (ii) the Claiming Party (or the third party that received substantial assistance from the Claiming Party or
in whose Claim the Claiming Party had a direct financial interest) does not obtain a judgment on the merits that substantially achieves,
in substance and amount, the full remedy sought, then each Claiming Party shall be obligated jointly and severally to reimburse the Corporation
and any such Director, Officer, Employee or Affiliate, the greatest amount permitted by law of all fees, costs and expenses of every
kind and description (including but not limited to, all reasonable attorney’s fees and other litigation expenses) (collectively,
“Litigation Costs”) that the parties may incur in connection with such Claim.”

In
the event you initiate or assert a claims against us, in accordance with Section 9 of our Bylaws, and you do not obtain a judgment on
the merits that substantially achieves, in substance and amount, the full remedy sought, you will be obligated to reimburse us for all
reasonable costs and expenses incurred in connection with such claim, including, but not limited to, reasonable attorney’s fees
and expenses and costs of appeal, if any.

THE
FEE SHIFTING PROVISION CONTAINED IN THE BYLAWS IS NOT INTENDED TO BE DEEMED A WAIVER BY ANY HOLDER OF USA REAL ESTATE BONDS OF THE COMPANY’S
COMPLIANCE WITH THE U.S. FEDERAL SECURITIES LAWS AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER. THE FEE SHIFTING PROVISION CONTAINED
IN THE BYLAWS DO NOT APPLY TO CLAIMS BROUGHT UNDER THE EXCHANGE ACT AND SECURITIES ACT.

By
purchasing USA Real Estate Bonds in this Offering, you are bound by the exclusive forum selection provision contained in our Bylaws,
which may discourage you to pursue actions against us.

Article
VII Section E. of our Bylaws provides that “Other than an action brought to enforce a duty or liability created under the Securities
Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, or other claim for which U.S. federal courts have exclusive
jurisdiction, unless the Corporation consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i)
any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of fiduciary duty
owed by any director or officer or other employee of the Corporation to the Corporation or the Corporation’s stockholders, (iii)
any action asserting a claim against the Corporation or any director or officer or other employee of the Corporation arising pursuant
to any provision of the General Corporation Law or the Articles of Incorporation or these By-Laws (in each case, as they may be amended
from time to time), or (iv) any action asserting a claim against the Corporation or any director or officer or other employee of the
Company governed by the internal affairs doctrine shall be the Puerto Rico State Court or, if no state court located within the State
of Puerto Rico has subject matter jurisdiction, the federal district court for the District of Puerto Rico.”

THIS
PROVISION WOULD NOT APPLY TO SUITS BROUGHT TO ENFORCE A DUTY OR LIABILITY CREATED BY THE SECURITIES ACT, EXCHANGE ACT OR ANY OTHER CLAIM
FOR WHICH THE U.S. FEDERAL COURTS HAVE EXCLUSIVE JURISDICTION.

This
choice of forum provision may limit a bondholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes
with us or our directors, officers or other employees, which may discourage such lawsuits against us and our directors, officers and
employees. Alternatively, a court could find these provisions of our Bylaws to be inapplicable or unenforceable in respect of one or
more of the specified types of actions or proceedings, which may require us to incur additional costs associated with resolving such
matters in other jurisdictions, which could adversely affect our business and financial condition.

There
is a risk that in the event of death, total permanent disability or bankruptcy of a bondholder, there may not be sufficient funds available
to make repayment of the USA Real Estate Bond held by such bondholder.

Within
60 days of the death, total permanent disability or bankruptcy of a bondholder who is a natural person, the estate of such bondholder,
such bondholder, or legal representative of such bondholder may request that we repurchase, in whole but not in part and without penalty,
the USA Real Estate Bonds held by such bondholder by delivering to us a written notice requesting such USA Real Estate Bonds be repaid.
Any such request shall specify the particular event giving rise to the right of the holder to have his or her USA Real Estate Bonds repaid.
If a Bond held jointly by natural persons who are legally married, then such request may be made by (i) the surviving bondholder upon
the death of the spouse, or (ii) the disabled or bankrupt bondholder (or a legal representative) upon total permanent disability or bankruptcy
of the spouse. In the event a Bond is held together by two or more natural persons that are not legally married, neither of these persons
shall have the right to request that the Company repurchase such USA Real Estate Bond unless each bondholder has been affected by such
an event. Upon receipt of repayment request in the event of death, total permanent disability or bankruptcy of a bondholder, we will
designate a date for the repayment of such USA Real Estate Bonds, which date shall not be later than 120 days after we receive facts
or certifications establishing to the reasonable satisfaction of the Company supporting the right to be repaid. On the designated date,
we will repay such USA Real Estate Bonds at a price per USA Real Estate Bond that is equal to all accrued and unpaid interest, to but
not including the date on which the USA Real Estate Bonds are repaid, plus the then outstanding principal amount of such USA Real Estate
Bond. Notwithstanding the foregoing, we will have no obligation to fulfill this repayment request, if, in our sole discretion, we determine
that we do not have sufficient funds available to fund the requested repayment. Accordingly, there is a risk that in the event of death,
total permanent disability or bankruptcy of a bondholder, there may not be sufficient funds available to make repayment of the USA Real
Estate Bond held by such bondholder.

We
intend to use the net proceeds for the implementation of our business plan, including but not limited to, the acquisition of (i) “mortgages
and other liens on and interests in real estate” constituting at least 80% of our assets (“Qualifying Interests”),
including, but not limited to, bridge senior secured money lending and mezzanine lending related to real estate and real estate development
projects and (ii) assets that have no relationship to real estate constituting no more than 20% of our assets, including, but not limited
to, investing in preferred equity interests and up to 5% of the net proceeds for working capital and general corporate purposes. In the
event that we sell less than the maximum USA Real Estate Bonds offered in the Offering, our first priority is to pay fees associated
with the qualification of this Offering under Regulation A. We also intend to use the proceeds of this Offering to reimburse the Lender
an amount up to $1,125,000 for advances made by the Lender to the Company for organizational and offering expenses. As of March 28,
2023, advances to the Company by the Lender totaled $496,747. These advances have no maturity date or interest rate.

If
all of the USA Real Estate Bonds are sold in this Offering and in the event that we engage additional selling group broker dealers
to sell the USA Real Estate Bonds, we expect to receive net proceeds from this Offering of approximately $68,062,500 after deducting
estimated broker dealer fees, selling commissions and non-accountable expense reimbursement in the amount of $5,812,500 (7.75%
of the gross proceeds of the Offering) and fees and expenses associated with qualification of Offering under Regulation A of up to $1,125,000,
including legal, auditing, accounting, transfer agent, and other professional fees as well as Regulation A sales/marketing expenses.
However, we cannot guarantee that we will sell all of the USA Real Estate Bonds being offered by us. The following table summarizes how
we anticipate using the gross proceeds of this Offering assuming the USA Real Estate Bonds are sold in this Offering through broker-dealers, depending upon whether we sell 25%, 50%, 75%, or 100% of the USA Real Estate Bonds being offered
in the Offering:

We
reserve the right however to change the estimated use of proceeds from this offering at any time so long as doing so does not result
in the loss of our exemption from the 40 Act.

Pending
use of the net proceeds from this offering, we may invest in short- and intermediate-term interest-bearing obligations, investment-grade
instruments, certificates of deposit or direct or guaranteed obligations of the U.S. government.

A
company that is treated as an “investment company” under the Investment Company Act of 1940 is subject to stringent and onerous
regulation, like a mutual fund. If the Company were treated as an investment company it would be very costly for our business.

We
anticipate that (i) at least 80% of our assets will constitute “mortgages and other liens on and interests in real estate”
(Qualifying Interests), including, but not limited to, bridge senior secured lending and mezzanine lending related to real estate and
real estate development projects and (ii) no more than 20% of our assets will constitute assets that have no relationship to real estate,
including, but not limited to, investing in preferred equity interests and up to 5% of the net proceeds for working capital and general
corporate purposes. As a result, and as discussed in detail below, we believe the Company will not be treated as an investment
company because of the exemption under Section 3(c)(5)(C) of the Investment Company Act of 1940, which provides that an entity “primarily
engaged” in the business of “purchasing or otherwise acquiring mortgages and other liens on and interests in real estate”
will not be treated as an investment company.

The
SEC has taken the position that an issuer qualifies for the Section 3(c)(5)(C) exemption if the following three conditions are satisfied:

The
SEC has also taken the position that Qualifying Interests:

In
addition, the SEC has taken the position that a mortgage loan will be treated as “fully secured by real property” where the
following two conditions are satisfied:

Furthermore,
the SEC has taken the position that real estate-type interests include:

Our
bridge financing and mezzanine financing for real estate borrowers are intended to be specifically structured to conform to the requirements
necessary to be considered “Qualifying Interests” under Section 3(c)(5)(C) of the Investment Company Act of 1940 and are
described in more detail in the section entitled “Our Business – Our Primary Targeted Investments”.

AND
RESULTS OF OPERATIONS

The
following discussion of our financial condition and results of operations should be read in conjunction with the financial statements
and the notes to those statements that are included elsewhere in this offering circular. Our discussion includes forward-looking statements
based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations and intentions. Actual
results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a
number of factors, including those set forth under the Risk Factors, Cautionary Notice Regarding Forward-Looking Statements and Business
sections in this offering circular. We use words such as “anticipate,” “estimate,” “plan,” “project,”
“continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,”
“will,” “should,” “could,” and similar expressions to identify forward-looking statements. Our future
operating results, however, are impossible to predict and no guaranty or warranty is to be inferred from those forward-looking statements.

Formation

We
were incorporated under the laws of Puerto Rico, USA on August 3, 2021 under the name USA Opportunity Income Fund, Inc. On October
8, 2021 we issued 3,000 shares of our $0.01 per share par value common stock as founders’ shares in exchange for incorporation
services provided to Dania Echemendia (1,000 shares), Andrew Murray (1,000 shares), and Richard Meruelo (1,000 shares). On January
26, 2022 the Company changed its name to USA Opportunity Income One, Inc.

Regulation
A Offering

We
engaged in a “Tier 2 Offering” under Regulation A of the Company’s “USA Real Estate Bonds” of up to $75,000,000
on a best efforts basis in increments of $1,000.00. To date, the Company has sold one 7% USA Real Estate Bond in the Offering, which
originally commenced on or around March 9, 2022 for $1,000, for which the Company’s prior 1-A filing was qualified by the Securities
and Exchange Commission on March 9, 2022.

Plan
of Operations

We
are a newly organized company and since inception have worked on organizational and development matters. We have not generated any revenues
and we are dependent on the proceeds from this offering and advances from our shareholders and/or affiliates of our shareholders to provide
funds to implement our business model. See “Certain Relationships and Related Party Transactions” for more information.

General

For
the twelve months following the commencement of the offering, we will seek to sell our USA Real Estate Bonds and invest the proceeds
in (i) real estate loans to real estate borrowers and real estate development projects, (ii) preferred equity interests related to real
estate, and (iii) other permissible activities in accordance with our business model.

In
order to operate our Company for 12 months, we estimate that $750,000 in funds will be required. The source of such funds is anticipated
to be up to 5% of the net proceeds from our sales of USA Real Estate Bonds in this offering and the remaining amount is expected to come
from income generated from our operations. If we fail to generate $43,000,000 from our sales of USA Real Estate Bonds, we may not be
able to fully carry out our plan of operations.

We
plan to start originating mortgages from real estate borrowers and other liens on and interests in real estate (Qualified Interests),
real estate-typed interests, and assets unrelated to real estate in accordance with our business model as we receive funds from selling
the USA Real Estate Bonds in this offering through the efforts of the principals of the Company. The Company currently does not have
any contracts with third parties related to the services it intends to provide.

Specific
Plan of Operations and Milestones

Our
plan of operations over the next 12-month period is as follows, assuming the sale of 25%, 50%, 75% and 100% of USA Real Estate Bonds
in this offering, and does not include offering expenses of this offering of $1,125,000:

(1)
Gross proceeds do not include a deduction of (i) broker-dealer fees, commissions and expense reimbursements of this offering
and (ii) offering expenses of $1,125,000.

(2)
Total Use of Net Proceeds accounts for the deduction of (i) broker-dealer fees, commissions and expense reimbursements of this
offering and (ii) offering expenses of $1,125,000.

During
the next 12 months, we intend to, among other things, have the 1-A declared qualified and start receiving net proceeds from this offering
and pay the expenses of this offering with the net proceeds of this offering.

For
the next 12 months, we plan to:

Origination
of Mortgages and Other Liens on and Interests in Real Estate (Qualified Interests)

We
plan to originate mortgages from real
estate borrowers and real estate development projects and other liens on and interests in real estate (Qualified Interests).
The expense of doing so will range from $194,000 to $817,000, depending upon the success of the offering. If 25% of USA Real Estate Bonds
are sold for net proceeds of $16,171,875 during this time period, we intend to originate mortgages from real
estate borrowers and other liens on and interests in real estate (Qualified Interests) in the amount of $12,937,500.
If 50% of USA Real Estate Bonds are sold for net proceeds of $33,468,750 we intend to originate mortgages from real
estate borrowers and other liens on and interests in real estate (Qualified Interests) in the amount of $26,775,000.
If 75% of USA Real Estate Bonds are sold for net proceeds of $50,765,625 we intend to acquire mortgages from real
estate borrowers and other liens on and interests in real estate (Qualified Interests) in the amount of $40,612,500.
Finally, if 100% of USA Real Estate Bonds are sold for net proceeds of $68,062,500 we intend to originate mortgages from real
estate borrowers and other liens on and interests in real estate (Qualified Interests) in the amount of $54,450,000.

Acquisition
of Assets Unrelated to Real Estate

We
also intend to acquire assets unrelated to real estate
and the expense of doing so will range from $36,000 to $153,000 depending upon the success of the
offering. If 25% of USA Real Estate Bonds are sold for net proceeds of $16,171,875 during this time period, we intend to acquire assets
unrelated to real estate in the amount of $2,425,781. If 50% of USA Real Estate Bonds are sold
for net proceeds of $33,468,750 we intend to acquire assets unrelated to real estate in
the amount of $5,020,313. If 75% of USA Real Estate Bonds are sold for net proceeds of $50,765,625 we intend to acquire assets
unrelated to real estate in the amount of $7,614,844. Finally, if 100% of USA Real Estate Bonds
are sold for net proceeds of $68,062,500 we intend to acquire assets unrelated to real estate in
the amount of $10,209,375.

Milestones

Our
anticipated timeline for reaching the significant milestones in our plan of operations and the costs associated with our plan are set
forth below:

March
2023 to May 2023:

June
2023 to August 2023:

September
2023 to November 2023:

December
2023 to February 2024:

March
2024 to May 2024:

Until
sufficient proceeds have been received by us from the sale of USA Real Estate Bonds we will rely on advances from our shareholders and/or
affiliates of our shareholders as to which we have no assurances. There can also be no assurances that we will be able to receive our
desired amount of proceeds or any proceeds from this offering. See “Certain Relationships and Related Party Transactions”
for more information.

Results
of Operations

As
of December 31, 2022, the Company had not commenced making loans and investments. For the year ended December 31,
2022, our total revenues from operations were $0. Operating costs for the same period were $240,865, including mostly organizational
fees. The largest category of expenses is shown as “General and administrative expense” which were $189,234.
Net loss for the year ended December 31, 2022 was $240,865.

As
of December 31, 2021, the Company had not commenced its Offering and had not commenced making loans and investments. For the period ending
December 31, 2021, our total revenues from operations were $0. Operating costs for the same period including mostly organization fees
shown as “General and administrative expense” were $131,150. Net loss for the period was $131,150.

Liquidity
and capital resources

At
December 31, 2021 we had cash on hand of $100. At December 31, 2022 we had cash on hand of $1,137. We do not have any external
sources of capital and are dependent upon advances from our shareholders and/or affiliates of our shareholders to provide funds for our
operations until we begin receiving sufficient proceeds from the sale of USA Real Estate Bonds in the Offering. Our shareholders and/or
affiliates of our shareholders, however, are under no obligation to advance us any funds. The Company has entered into an oral agreement
with a lender (the “Lender”), an affiliate of Richard Meruelo who is currently a 33% shareholder of the Company, to reimburse
the Lender for advances made to the Company by the Lender for initial organizational and offering expenses. Such reimbursement is to
be made by the Company as cash becomes available to the Company and such reimbursement is planned to be made using a portion of the proceeds
of the Offering as described in the Use of Proceeds section of this Offering Circular. As of December 31, 2021, advances to the Company
by the Lender totaled $131,220. These advances have no maturity date or interest rate. As of December 31, 2022, these advances totaled
$377,122. As of March 28, 2023, these advances totaled $496,747.

Potential
future sources of capital include secured or unsecured financings from banks or other lenders and establishing additional lines of credit.
Note that, currently, we have not identified any additional source of financing, other than the proceeds from our Offering, and there
is no assurance that such sources of financing will be available on favorable terms or at all.

On
October 8, 2021, we issued 3,000 shares of our common stock as founder’s shares in exchange for incorporation services provided
to Dania Echemendia (1,000 shares), Andrew Murray (1,000 shares), and Richard Meruelo (1,000 shares). To
date, the Company has sold one 7% USA Real Estate Bond in the Offering, which originally commenced on or around March 9, 2022 for $1,000,
for which the Company’s prior 1-A filing was qualified by the Securities and Exchange Commission on March 9, 2022.

Going
Concern

The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has not
yet generated any revenue and has no operating history. These conditions raise substantial doubt about the Company’s ability to
continue as a going concern for a period of twelve months from the issuance date of this report.

We
are dependent on advances from our shareholders and/or affiliates of our shareholders and proceeds from this offering to provide capital
for our operations. Our shareholders and/or affiliates of our shareholders are not obligated to provide advances to us and there are
no assurances that we will be successful in raising proceeds in this offering. The financial statements do not include adjustments related
to the recoverability and classifications of assets or the amounts and classification of liabilities that might be necessary should we
be unable to continue as a going concern. See “Certain Relationships and Related Party Transactions” for more information.

Contingent
Liabilities

We
may be subject to lawsuits, investigations and claims (some of which may involve substantial dollar amounts) that can arise out of our
normal business operations. We would continually assess the likelihood of any adverse judgments or outcomes to our contingencies, as
well as potential amounts or ranges of probable losses, and recognize a liability, if any, for these contingencies based on a thorough
analysis of each matter with the assistance of outside legal counsel and, if applicable, other experts. Because most contingencies are
resolved over long periods of time, liabilities may change in the future due to new developments (including new discovery of facts, changes
in legislation and outcomes of similar cases through the judicial system), changes in assumptions or changes in our settlement strategy.
There were no contingent liabilities as of March 28, 2023.

Income
Taxes

USA
Real Estate will receive interest income. At the end of the calendar year, investors who are not residents of Puerto Rico, with over
$10 of realized interest will receive a form 1099-INT. These will need to be filed in accordance with the United States Tax Code. If
the Company’s application for Act 60 is approved, it is possible that investors who are deemed to be residents of Puerto Rico would
not be taxed in accordance with Act 60 for any interest received on the USA Real Estate Bonds. Investor’s tax situations will likely
vary greatly and all tax and accounting questions should be directed towards a certified public accountant. See “Material U.S.
Federal Income Tax Considerations” herein for more information.

As
of March 28, 2023, we had no federal and state income tax expense.

Off-Balance
Sheet and Other Arrangements

As
of March 28, 2023, we did not have any material off-balance sheet arrangements.

Significant
Accounting Policies

Our
management’s discussion and analysis of our financial condition and results of operations is based on our financial statements,
which have been prepared in accordance with U.S. generally accepted accounting principles, or “GAAP.” The preparation of
these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities,
disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses
during the reported period. In accordance with GAAP, we base our estimates on historical experience and on various other assumptions
that we believe are reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or
conditions. Our significant accounting policies are fully described in Note 2 to our audited financial statements appearing elsewhere
in this offering circular, and we believe those accounting policies are critical to the process of making significant judgments and estimates
in the preparation of our financial statements.

Our
Company

We
are a newly formed internally managed company and to date our activities have involved the organization of our Company and commencing
a “Tier 2 Offering” under Regulation A of the Company’s “USA Real Estate Bonds” on a best efforts basis
in increments of $1,000.00. To date, the Company has sold one 7% USA Real Estate Bond in the Offering, which originally commenced on
or around March 9, 2022 for $1,000, for which the Company’s prior 1-A filing was qualified by the Securities and Exchange Commission
on March 9, 2022.

On August 3,
2021, the Company was formed as a Puerto Rican corporation under the name USA Opportunity Income Fund, Inc., and issued 3,000
shares of its $0.01 per share par value common stock as founders’ shares in exchange for incorporation services provided to Dania
Echemendia (1,000 shares), Andrew Murray (1,000 shares), and Richard Meruelo (1,000 shares). On January 26, 2022 the Company changed
its name to USA Opportunity Income One, Inc.

We
are an early stage company which plans to implement our business model. Our business model is centered primarily around originating mortgages
and other liens on and interests in real estate. We anticipate that (i) at least 80% of our assets will consist of “mortgages and
other liens on and interests in real estate” (“Qualifying Interests”), including, bridge senior secured money lending
and mezzanine lending related to real estate and real estate development projects and (ii) not more than 20% of our total assets consist
of assets that have no relationship to real estate, assets that have no relationship to real estate constituting no more than 20% of
our assets, including, but not limited to, investing in preferred equity interests and up to 5% of the net proceeds for working capital
and general corporate purposes, provided the amount and nature of such activities do not cause us to lose our exemption from regulations
as an investment company pursuant to the Investment Company Act of 1940, or the “40 Act.” Qualifying Interests are assets
that represent an actual interest in real estate or are loans or liens “fully secured by real estate” but exclude securities
in other issuers engaged in the real estate business. We will sell USA Real Estate Bonds in this offering to provide the capital for
these activities.

The
Offering

The
USA Real Estate Bonds

7% USA Real Estate Bonds:

12%
USA Real Estate Bonds:

For
more information on the terms of USA Real Estate Bonds being offered, please see “Description of the USA Real Estate Bonds”
beginning on page 63 of this offering circular.

We
are offering up to 75,000 of our USA Real Estate Bonds, with an aggregate principal amount of $75,000,000.

This
offering is expected to expire on the first of: (i) all of the USA Real Estate Bonds offered are sold; or (ii) the close of business
90 days after the date that this offering is deemed qualified by the SEC, unless sooner terminated or extended for additional 90 day-incremental
periods in the sole discretion of the Company (the “Termination Date”). The initial 90-day offering period and any additional
90 day-incremental offering periods will, in the aggregate, not exceed 24 months from the date of this offering circular, pursuant to
Rule 251(d)(3) of Regulation A.

The
Company has not yet generated any revenue and has no operating history. Our management has raised substantial doubt about our ability
to continue as a going concern based on these conditions and our independent registered public
accounting firm has included an explanatory paragraph relating to our ability to continue as a going concern in its audit report
with respect to our audited financial statements for the period from August 3, 2021 (inception) to December 31, 2021 and the year
ended December 31, 2022.

Until
sufficient proceeds have been received by us from the sale of USA Real Estate Bonds in this offering, we will rely on advances from our
shareholders and/or affiliates of our shareholders as to which we have no assurances. Our shareholders and/or affiliates of our shareholders
are not obligated to provide advances to us and there are no assurances that we will be successful in raising proceeds in this offering.
If we do not raise sufficient funds in this offering or if our shareholders and/or affiliates of our shareholders decline to make advances
to us, we will not be able to implement our business plan, or may have to cease operations altogether. See “Certain Relationships
and Related Party Transactions” for more information.

In
order to operate our Company for 12 months, we estimate that $750,000 in funds will be required. If we fail to generate $43,000,000 from
our sales of USA Real Estate Bonds, we may not be able to fully carry out our plan of operations.

We
anticipate our operating expenses to be up to 2% of the outstanding USA Real Estate Bond proceeds after achieving a minimum of $25 million
in proceeds. We plan on generating a minimum return of 2% annually in excess of the bond interest rates of 7% and 12% annually
in order to operate profitably. We also expect to use up to 5% of the proceeds from sales of USA Real Estate Bonds to provide working
capital for our company until such time as our revenues are sufficient to pay our operating expenses.

The
Company has no intention of entering into a reverse
merger with any entity in an unrelated industry in the future.

Business
Objectives and Strategy

Our
investment objective is to preserve and protect our capital while producing attractive risk-adjusted returns generated from current income
on our portfolio. Our investment strategy is to originate loans and invest in debt and related instruments supported by commercial and
residential real estate in Florida. Our company will conduct closings in this offering on date which is within 3 days of the end of each
month or, if such date is not a business day, the next succeeding business day, assuming there are funds to close, or the closing dates
and each a closing date, until the offering termination.

Our
principal business objectives are to maximize the difference between the yield on our investments and the cost of financing these investments,
to grow the stable earnings associated with the portfolio of our loans and investments and to generate cash available for distribution.
We believe we can achieve these objectives and maximize the total return to our stockholders through the following investment strategies.

Our
business plan is to lend and invest in real estate projects in the State of Florida. The proposed loans and investments will be:

We
intend on using the majority of the proceeds from this offering for the loans and investments to be made. Our goal is to generate returns
on the loans from origination fees, interest and other fees related to the terms of the loans and investments. We expect to reinvest
repayments of principal and investments into new projects.

Investment
Strategy

The
financing of multifamily, senior housing, single-family residential and other diverse commercial real estate offers opportunities that
demand customized financing solutions. We employ the following investment strategies:

Provide
Customized Financing. We provide customized financing to meet the needs of borrowers. We target borrowers whose options may be
limited by conventional bank financing, have demonstrated a history of enhancing the value of the properties they purchase, improve and
operate and who may benefit from the customized financing solutions we offer.

Execute
Transactions Rapidly. We act quickly and decisively on proposals, provide commitments and close transactions within a few weeks
and sometimes days, if required. We believe that our rapid execution attracts opportunities from both borrowers and other lenders that
would not otherwise be available. We believe our ability to structure flexible terms and close loans quickly gives us a competitive advantage.

Our
Primary Targeted Investments

We
pursue short-term and long-term lending and investment opportunities and primarily target transactions where we believe we have competitive
advantages, particularly our cost structure and in-house underwriting capabilities. Our primary focus will be mortgage lending in the
attractive Florida commercial and residential real estate sectors.

We
offer the following investment types:

Bridge
Financing. We will offer bridge financing products to borrowers who are typically seeking short-term capital to use in an acquisition
of real property. The borrower will be required to form a special purpose LLC. The borrower will usually identify an undervalued
asset that has been under managed, can be repositioned and/or is located in a recovering market. From the borrower’s perspective,
shorter term bridge financing is advantageous because it allows for time to improve the property value without encumbering it with restrictive,
long-term debt that may not reflect optimal leverage for a non-stabilized property.

Our
bridge loans will be secured by a first mortgage on real property that earns a minimum of 10% annual interest, in addition to, origination
and other fees. These loans will be for terms ranging from 12 months to 36 months. In some cases, the Company may seek a bank loan to
leverage the Company loan allowing the Company to generate a positive spread on the interest rate charged by the bank. For example, Company
lends borrower $100,000 at 10% interest annually. Company pledges this loan to a bank securing a loan for $50,000 at a cost to Company
of 5% interest of the bank loan amount. Thereby, Company will earn greater than the original loan interest rate of 10%. Borrowers typically
use the proceeds of a conventional mortgage to repay a bridge loan.

Mezzanine
Financing. We will offer mezzanine financing in the form of loans that are subordinate to a conventional first mortgage loan
and senior to the mezzanine borrower’s indirect ownership interest in the underlying collateral property. The mezzanine borrower
will be a top level bankruptcy remote entity which, in turn, will own 100% of the equity interest in the special purpose property owning
entity, typically a limited liability company, which the borrower candidate will be required to form. The Company will enter into agreements
with the borrower candidates’ first mortgage lenders reserving the right of the Company to cure any default under the first mortgage
loans or to purchase those loans, as well as the right to the management of the collateral property. The mezzanine loans will be secured
by the mezzanine borrower’s pledge of its ownership interest the special purpose property owning entity. This structure is intended
to reserve in the Company the functionally equivalent economic right in the collateral property that it would enjoy were it to directly
hold a second mortgage in that collateral property. The Mezzanine loans will earn a minimum of 12% annual interest, in addition to, origination
fees. Mezzanine loans will be for terms ranging from 12 months to 36 months. In some cases, the Company may seek bank loans to leverage
the Company’s mezzanine loans allowing the Company to generate a positive spread on the interest rate charged by the bank. For
example, in a case in which the Company would lend the mezzanine borrower $100,000 at 12% interest annually and thereafter pledging such
loan to a third-party lending bank for its loan of $50,000 to the Company at a cost of 6% annual interest the Company would realize an
effective greater rate of return on its original mezzanine loan rate of 12%.

Preferred
Equity Investments. We will provide financing by making preferred equity investments in entities that directly or through subsidiaries
own real property. In cases where the terms of a first mortgage prohibit additional liens on the ownership entity, investments structured
as preferred equity in the entity owning the property serve as viable financing substitutes. With preferred equity investments, we will
typically become a member in the ownership entity.

Operations

The
following describes our lending and investment process.

Origination.
We will solicit property owners, developers, and mortgage loan brokers in the State of Florida. Once potential borrowers have
been identified, we determine which of our financing products will best meet the borrower’s needs. After identifying a suitable
product, we work with the borrower to prepare a loan application. Upon completion by the borrower, the application is forwarded to our
underwriters for due diligence.

Underwriting
and Risk Management. Our underwriters perform due diligence on all proposed transactions prior to approval and commitment using
several tools to manage and mitigate potential loan losses and risk sharing exposure. The underwriters analyze each loan application
in accordance with the guidelines below to determine the loan’s conformity with the guidelines. Key factors considered in credit
decisions include, but are not limited to, where applicable, historical and projected, debt service coverage, loan to value ratios and
property financial and operating performance. In general, our underwriting guidelines require evaluation of the following:

We
continuously refine our underwriting criteria based upon actual loan portfolio experience and as market conditions and investor requirements
evolve.

Investment
Approval Process. We will apply an investment approval process to all loans and other investments proposed to us before submitting
each proposal for final approval. A written report will be generated for every loan or other investment that is submitted to our investment
committee for approval. The report includes a description of the prospective borrower and any guarantors, the collateral and the proposed
use of investment proceeds, as well as borrower and property financial statements and analysis. The report also includes an analysis
of borrower liquidity, net worth, cash investment, income, credit history and operating experience. All transactions require the approval
of a majority of the members of our investment committee. Following the approval of a transaction, our underwriting and servicing departments,
together with our asset management group, assure that all loan approval terms have been satisfied and conform to lending requirements
established for that particular transaction.

Servicing.
We service all loans and investments through our internal loan servicing department located at Miami, Florida. Our loan servicing
operations are designed to provide prompt customer service and accurate and timely information for account follow up, financial reporting
and management review. Following the funding of an approved loan, all pertinent loan data is entered into our data processing system,
which provides monthly billing statements, tracks payment performance and processes contractual interest rate adjustments on variable
rate loans. The servicing group works closely with our asset management group to ensure the appropriate level of customer service and
monitoring of loans.

Asset
Management. Effective asset and portfolio management is essential to maximize the performance and value of a real estate investment.
The asset management group customizes a plan with the loan originators and underwriters to track each loan and investment from origination
through disposition. This group monitors each investment’s operating history, value outlook, local economic trends and rental and
occupancy rates and evaluates the underlying property’s competitiveness within its market. This group assesses ongoing and potential
operational and financial performance of each investment in order to evaluate and ultimately improve its operations and financial viability.
The asset management group performs frequent onsite inspections, conducts meetings with borrowers and evaluates and participates in the
budgeting process, financial and operational review and business plans of each underlying property. This group also focuses when applicable
on increasing the productivity of onsite property managers and leasing brokers. This group communicates the status of each transaction
against its established asset management plan to senior management, in order to enhance and preserve capital, as well as to avoid litigation
and potential exposure.

Timely
and accurate identification of an investment’s operational and financial issues and each borrower’s objectives is essential
to implementing an executable loan workout and restructuring process, if required. Since the existing property management may not have
the requisite expertise to manage the workout process effectively, our asset management group determines the current operating and financial
status of an asset or portfolio and performs a liquidity analysis of the property and ownership entity and then, if appropriate, identifies
and evaluates alternatives to maximize the value of an investment.

Investment
Guidelines. Our Board of Directors has adopted general guidelines for our investments and borrowings to the effect that: (1)
no investment will be made that would cause us to be regulated as an investment company under the Investment Company Act; (2) at least
80% of our assets will consist of “mortgages and other liens on and interests in real estate” (“Qualifying Interests”),
including, but not limited to, bridge senior secured money lending and mezzanine lending related to real estate and real estate development
projects; and (3) not more than 20% of our total assets consist of assets that have no relationship to real estate, including, but not
limited to, investing in preferred equity interests and up to 5% of the net proceeds for working capital and general corporate purposes.

Recent
Developments

Regulation
A Offering

We
engaged in a “Tier 2 Offering” under Regulation A of the Company’s “USA Real Estate Bonds” of up to $75,000,000
on a best efforts basis in increments of $1,000.00. To date, the Company has sold one 7% USA Real Estate Bond in the Offering, which
originally commenced on or around March 9, 2022 for $1,000, for which the Company’s prior 1-A filing was qualified by the Securities
and Exchange Commission on March 9, 2022.

End
of Engagement with Coastal Equities, Inc.

We
previously engaged Coastal Equities, Inc., an Ohio Corporation (“Coastal”) and a registered broker/dealer licensed with the
Financial Industry Regulatory Authority (“FINRA”) as a managing broker dealer for this Offering pursuant to a Managing Broker
Dealer Agreement (the “Coastal Agreement”) dated October 22, 2021. On October 21, 2022, Coastal terminated the Coastal Agreement.
As of the date of the termination of the Coastal Agreement, we had sold $1,000 of our 7% USA Real Estate Bonds pursuant to this Offering
and Coastal earned commissions in the amount of $0 as Coastal was not involved in such sale.

Engagement
of Dalmore Group, LLC

On
November 22, 2022, we engaged Dalmore Group, LLC (“Dalmore”), a New York Limited Liability Company and member of the Financial
Industry Regulatory Authority (“FINRA”) as the broker dealer of record (“Broker Dealer of Record”) of this Offering
to provide or arrange certain compliance and administrative services for the Offering. Dalmore is not obligated to purchase any USA Real
Estate Bonds.

Pursuant
to our Broker-Dealer Agreement (the “Dalmore Agreement”) with Dalmore, dated November 22, 2022, Dalmore has agreed to provide
the Company with the following services in connection with the Offering:

In
consideration for these services, the Company has agreed to pay Dalmore a fee equal to 1% of the aggregate amount raised by the Company
in the Offering. Dalmore will commence to provide services to the Company immediately following the Financial Industry Regulatory Authority’s
(“FINRA”) issuance of a No Objection Letter for the Offering. The Company also agreed to pay Dalmore a one-time advance payment
for reasonable and necessary out of pocket expenses of $5,000 upon execution of the Dalmore Agreement and a one-time consulting fee of
$20,000 which will be due and payable within five (5) days after FINRA issues a No Objection Letter related to the Offering.

Pursuant
to the Dalmore Agreement, Dalmore is strictly acting in an administrative and compliance capacity as the broker dealer of record, and
is not being engaged by the Company to act as an underwriter or placement agent in connection with the Offering. The Company also agreed
to indemnify and hold Dalmore, its affiliates and their representatives and agents harmless from, any and all actual or direct losses,
liabilities, judgments, arbitration awards, settlements, damages and costs resulting from or arising out of any third party suits, actions,
claims, demands or similar proceedings (to the extent they are based upon (i) a breach of the Dalmore Agreement by the Company, (ii)
the Company’s wrongful acts or omissions, or (iii) the Offering. The initial term of the Dalmore Agreement shall extend for a period
of twelve (12) months and shall extend for additional consecutive twelve-month periods as set forth in the Dalmore Agreement.

Engagement
of First Southern, LLC

On
December 6, 2022, we engaged First Southern, LLC (“First Southern”), a Puerto Rico Limited Liability Company and member of
the Financial Industry Regulatory Authority (“FINRA”) as a non-exclusive placement agent for this Offering on a “reasonable
best efforts” basis. Pursuant to the Engagement Agreement with First Southern dated December 6, 2022 (the “First Southern
Agreement”), First Southern has agreed to act as a non-exclusive placement agent for this Offering on a “reasonable best
efforts” basis. First Southern is not obligated to purchase any USA Real Estate Bonds and is not obligated to sell any USA Real
Estate Bonds.

We
have agreed to pay First Southern up to 6% of the aggregate gross proceeds raised in this Offering as consideration for their
placement agent services under the First Southern Agreement (the 6% is comprised of a 5% commission fee and a 1% expense reallowance fee). We have also agreed under the First Southern Agreement that the
Company will be responsible for and will pay all expenses related to the Offering. Additionally, pursuant to the First Southern
Agreement, First Southern agreed to pay its own expenses in connection with the First Southern Agreement and the transactions
contemplated thereunder. Additionally, pursuant to the First Southern Agreement, following the prior written consent of the Company,
First Southern may retain other brokers or dealers to act as sub-agent or selected-dealers on its behalf in connection with the
Offering.

Additionally,
pursuant to the First Southern Agreement, we have agreed to indemnify First Southern against all losses, claims, damages, expenses and
liabilities, as the same are incurred (including the reasonable fees and expenses of counsel), relating to or arising out of the First
Southern Agreement, except, with regard to the extent that any losses, claims, damages, expenses or liabilities (or actions in respect
thereof) are found in a final judgment (not subject to appeal) by a court of law to have resulted primarily and directly from First Southern’s
willful misconduct or gross negligence in performing the services under the First Southern Agreement, as the case may be.

The
term of the First Southern Agreement is from December 6, 2022 until the earlier of (i) 12 months from such date and (ii) the final closing
date of the Offering.

COVID-19

The
Company’s operations may be affected by the presence of the coronavirus (COVID-19) which in March 2020, had been declared a pandemic
by the World Health Organization. The ultimate disruption which may be caused by this event is uncertain, however, it may result in a
material adverse impact on the Company’s financial position, operations and cash flows. In 2023, COVID-19 has become a less severe
disruptive event due to the passage of time and vaccinations. 

As
of the date of this filing, the Company has not experienced significant impact related to the COVID-19 presence.

Plan
of Operations

We
are a newly organized company and since inception have worked on organizational and development matters. We have not generated any revenues
and we are dependent on the proceeds from this offering and advances from our shareholders and/or affiliates of our shareholders to provide
funds to implement our business model. See “Certain Relationships and Related Party Transactions” for more information.

General

For
the twelve months following the commencement of the offering, we will seek to sell our USA Real Estate Bonds and invest the proceeds
in (i) real estate loans to real estate borrowers and real estate development projects, (ii) preferred equity interests related to real
estate, and (iii) other permissible activities in accordance with our business model.

In
order to operate our Company for 12 months, we estimate that $750,000 in funds will be required. The source of such funds is anticipated
to be up to 5% of the net proceeds from our sales of USA Real Estate Bonds in this offering and the remaining amount is expected to come
from income generated from our operations. If we fail to generate $43,000,000 from our sales of USA Real Estate Bonds, we may not be
able to fully carry out our plan of operations.

We
plan to start originating mortgages from real estate borrowers and other liens on and interests in real estate (Qualified Interests),
real estate-typed interests, and assets unrelated to real estate in accordance with our business model as we receive funds from selling
the USA Real Estate Bonds in this offering through the efforts of the principals of the Company. The Company currently does not have
any contracts with third parties related to the services it intends to provide.

Specific
Plan of Operations and Milestones

Our
plan of operations over the next 12-month period is as follows, assuming the sale of 25%, 50%, 75% and 100% of USA Real Estate Bonds
in this offering, and does not include offering expenses of this offering of $1,125,000:

(1)
Gross proceeds do not include a deduction of (i) broker-dealer fees, commissions and expense reimbursements of this offering
and (ii) offering expenses of $1,125,000.

(2)
Total Use of Net Proceeds accounts for the deduction of (i) broker-dealer fees, commissions and expense reimbursements of this
offering and (ii) offering expenses of $1,125,000.

During
the next 12 months, we intend to, among other things, have the 1-A declared qualified and start receiving net proceeds from this offering
and pay the expenses of this offering with the net proceeds of this offering.

For
the next 12 months, we plan to:

Origination
of Mortgages and Other Liens on and Interests in Real Estate (Qualified Interests)

We
plan to originate mortgages from real estate borrowers and real estate development projects and other liens on and interests in real
estate (Qualified Interests). The expense of doing so will range from $194,000 to $817,000, depending upon the success of the offering.
If 25% of USA Real Estate Bonds are sold for net proceeds of $16,171,875 during this time period, we intend to originate mortgages from
real estate borrowers and other liens on and interests in real estate (Qualified Interests) in the amount of $12,937,500. If 50% of USA
Real Estate Bonds are sold for net proceeds of $33,468,750 we intend to originate mortgages from real estate borrowers and other liens
on and interests in real estate (Qualified Interests) in the amount of $26,775,000. If 75% of USA Real Estate Bonds are sold for net
proceeds of $50,765,625 we intend to acquire mortgages from real estate borrowers and other liens on and interests in real estate (Qualified
Interests) in the amount of $40,612,500. Finally, if 100% of USA Real Estate Bonds are sold for net proceeds of $68,062,500 we intend
to originate mortgages from real estate borrowers and other liens on and interests in real estate (Qualified Interests) in the amount
of $54,450,000.

Acquisition
of Assets Unrelated to Real Estate

We
also intend to acquire assets unrelated to real estate and the expense of doing so will range from $36,000 to $153,000 depending upon
the success of the offering. If 25% of USA Real Estate Bonds are sold for net proceeds of $16,171,875 during this time period, we intend
to acquire assets unrelated to real estate in the amount of $2,425,781. If 50% of USA Real Estate Bonds are sold for net proceeds of
$33,468,750 we intend to acquire assets unrelated to real estate in the amount of $5,020,313. If 75% of USA Real Estate Bonds are sold
for net proceeds of $50,765,625 we intend to acquire assets unrelated to real estate in the amount of $7,614,844. Finally, if 100% of
USA Real Estate Bonds are sold for net proceeds of $68,062,500 we intend to acquire assets unrelated to real estate in the amount of
$10,209,375.

Milestones

Our
anticipated timeline for reaching the significant milestones in our plan of operations and the costs associated with our plan are set
forth below:

March
2023 to May 2023:

June
2023 to August 2023:

September
2023 to November 2023:

December
2023 to February 2024:

March
2024 to May 2024:

Until
sufficient proceeds have been received by us from the sale of USA Real Estate Bonds we will rely on advances from our shareholders and/or
our shareholders affiliates as to which we have no assurances. There can also be no assurances that we will be able to receive our desired
amount of proceeds or any proceeds from this offering. See “Certain Relationships and Related Party Transactions”
for more information.

Florida
Market

Our
business plan is to lend and invest in real estate projects in the State of Florida. The 2020 US Census (please note that Census information
is released only every 10 years) shows significant growth in Florida’s population. Over the last ten years from 2010 to 2020,
Florida was the second fastest growing state in terms of people, has a population as of 2020 of 21.5 million which is now larger than
New York State. In particular, New York, New Jersey and California residents are migrating to Florida in record numbers.

Top
15 States by 2020 Population

Top
5 versus Bottom 10 sorted by % Population Growth